RIGHT OF FIRST REFUSAL (ROFR) Sample Clauses

RIGHT OF FIRST REFUSAL (ROFR). In the event when the Shareholder intends to dispose of (the “Obliged Shareholder”), otherwise than under the Permitted Disposal, all or a part of their Shares (the “Sale Shares”) to the benefit of a third party not being a Shareholder (the “Proposed Purchaser”), each and every other Shareholder (each as the “Eligible Shareholder”) shall have the right of first refusal on the terms and conditions set out in this section (the “ROFR”). Each of the Eligible Shareholders may waive their ROFR in connection with the relevant sale of the Sale Shares. The Obliged Shareholder shall deliver to the Eligible Shareholders a written notice regarding the intended disposal of and the intention of the Obliged Shareholder to conduct further negotiations with the Proposed Purchaser regarding the sale of the Sale Shares, which should be served at least [1 (one) month] before the intended date of the disposal of the Shares, with indication of (the “Notice of Sale”): the name and address of the Proposed Purchaser, identification number and/or registry data of the Proposed Purchaser, number of the Sale Shares, the price for all Sale Shares or value of other consideration for the Sale Shares (the “Sale Price”) and other agreed terms and conditions of the transaction. The Eligible Shareholders shall be entitled to exercise the ROFR in respect of all the Sale Shares by providing the Obliged Shareholder with an irrevocable written commitment to purchase the Sale Shares (the “ROFR Notice”) within [1 (one) month] following the service of the Notice of Sale (the “Accepting Shareholders”). Failure to service the ROFR Notice in the above-mentioned time limit shall mean the waiver of the ROFR in relation to the Sale Shares. If there is only one Accepting Shareholder, the Obliged Shareholder shall sell, and the Accepting Shareholder shall purchase all Sale Shares for the Sale Price, on terms and conditions set out in the Notice of Sale, unless they decide otherwise. If there is more than one Accepting Shareholder, each Accepting Shareholder shall purchase the number of the Sale Shares that is proportionate to its shareholding in the Company assuming that the Shares held by the Accepting Shareholders constitute all Shares in the Company. The share purchase agreement for the Sale Shares shall be executed between the Obliged Shareholder and the Accepting Shareholders (the “ROFR SPA”) within [1 (one) month] following the receipt of the last timely submitted ROFR Notice by the Obliged Sharehold...
RIGHT OF FIRST REFUSAL (ROFR). This provision allows any non-selling shareholder to buy the equity of any selling shareholder on the same terms and conditions that the selling shareholder offers to a third party. This provision will also typically provide that if any non-selling shareholder passes on its right to buy, those shareholders electing to purchase can buy the non-participating shareholder’s portion. Only if there is any unsold equity after exercising these rights may the selling shareholder sell to the third party. Again, the purpose is to allow the continuing shareholders the ability to control who their fellow shareholders are.
RIGHT OF FIRST REFUSAL (ROFR). Landlord hereby grants Tenant the on-going option to lease, upon the terms and conditions hereinafter set forth, any then vacant space adjacent to the Premises (the “First Refusal Space”) during the First Refusal Period (as hereinafter defined).
RIGHT OF FIRST REFUSAL (ROFR). Landlord grants Tenant a one-time Right of First Refusal (‘“ROFR”) to lease any available space on the fourth floor of Tower II (as outlined in Exhibit C) (the “ROFR Space”). Such ROFR shall be subject and subordinate to the rights of prior existing ROFR rightholders and to renewals, extensions and/or expansions by tenants at any time in possession of the ROFR Space, or any portion thereof.
RIGHT OF FIRST REFUSAL (ROFR). 6.1 If an Exercise Notice is not served during the Last Exercise Period, then, from and after the end of the Last Exercise Period (Permitted Sale Period), the Seller may sell all (but not less than all) of the Option Shares held by the Seller pursuant to a Third Party Seller Transaction, subject to the Buyer PartiesROFR, as provided in this clause 6, or to the Buyer pursuant to clauses 7 or 8 below.

Related to RIGHT OF FIRST REFUSAL (ROFR)

Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.
Right of First Refusal to Purchase (a) If at any time after the first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises or any portion thereof or a direct controlling interest in Landlord's ownership (whether stock, partnership interests or membership interests) from a third party which is not affiliated with Landlord, which offer Landlord or its ownership is willing' to accept ("Outside Contract"), Landlord shall give written notice ("Sale Notice") thereof, together with a copy of such Outside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises or the controlling interest therein or the portion of Landlord's ownership interests that is the subject of the Outside Contract in accordance with the terms and provisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any earnest money deposit required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days after Tenant's receipt of such Sale Contract from Landlord, signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to consummate the sale pursuant to the Outside Contract {or another contract on substantially similar terms and conditions).
Right of First Offer Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.4, the term “Major Investor” includes any general partners and affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:
Company Right of First Refusal For a period of ten (10) days following receipt of any Notice described in Section 6.1, the Company shall have the right to purchase all or a portion, of the Selling Stockholder Shares subject to such Notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Selling Stockholder within such ten (10) day period. The Company shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time the Selling Stockholder shall deliver to the Company the certificate(s) representing the Selling Stockholder Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. The Selling Stockholder Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock.
Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.
Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").
Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.
Tenant’s Right of First Refusal Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) or any of its subsidiaries (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Clark County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below), Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreement. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Clark County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), Tenant shall notify Landlord of the subject opportunity. Landlord shall have the right to own such facility and lease it to Tenant, and if Landlord exercises such right then Tenant and Landlord will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to Tenant (and be managed by Manager (or its affiliate)). In such event, Tenant and Landlord shall amend the Lease by (i) adding the additional property as Leased Property, (ii) increasing Rent by the Allocated Rent Amount with respect to such property and (iii) incorporating such other terms that Tenant and Landlord have agreed to. In the event that Landlord declines its right to own the facility, Tenant (or an affiliate thereof) shall have the right to consummate the subject transaction without Landlord’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Landlord for consummating such transaction. Further, in the event Landlord declines its right to own such facility, the Lease shall provide for similar terms as those provided in the Penn Gaming lease with respect to any such facilities which are located within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV Facilities.
Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.
Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.