Right Of First Refusal Agreement Sample Contracts

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Right of First Refusal Agreement (October 13th, 2017)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement) is entered into as of October 6, 2017 (the Effective Date), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (CEC), and VICI PROPERTIES L.P., a Delaware limited partnership (Propco).

Vici Properties Inc. – Right of First Refusal Agreement (October 11th, 2017)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement) is entered into as of October 6, 2017 (the Effective Date), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (CEC), and VICI PROPERTIES L.P., a Delaware limited partnership (Propco).

Vici Properties Inc. – Right of First Refusal Agreement (September 28th, 2017)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement) is entered into as of , 2017 (the Effective Date), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (CEC), and VICI PROPERTIES L.P., a Delaware limited partnership (Propco).

NextEra Energy Partners, LP – Right of First Refusal Agreement (August 7th, 2017)

This right of first refusal will not apply to a merger of NEP OpCo with or into, or sale of substantially all of NEP OpCo's assets to, an unaffiliated third party, any sale of any NEP OpCo ROFR Asset following which NEP OpCo continues to hold directly or indirectly 100% of the ownership interests in and maintains control over such NEP OpCo ROFR Asset. In addition, NEER's right of first refusal on any NEP OpCo ROFR Asset will not limit, delay or hinder any right of first offer or right of first refusal on such NEP OpCo ROFR Asset that has been granted by NEP OpCo or any of its affiliates to a third party as of the date of the ROFR Agreement (including pursuant to the terms of any power purchase agreement). To the extent that there is any conflict between the terms of NEER's right of first refusal and the terms of any pre-existing right of first offer or right of first refusal on the same NEP OpCo ROFR Asset, the latter prevails.

NextEra Energy Partners, LP – Right of First Refusal Agreement (August 7th, 2017)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is made and entered into as of the 4th day of August, 2017, by and among NEXTERA ENERGY PARTNERS, LP, a Delaware limited partnership ("NEE Partners"), NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership ("NEE Operating LP"), and NEXTERA ENERGY RESOURCES, LLC, a Delaware limited liability company ("NEER"), each a "Party" and, collectively, the "Parties." This Agreement shall become effective on the date first written above (the "Effective Time").

PBF Logistics LP – Expansion Rights and Right of First Refusal Agreement (May 4th, 2017)

This EXPANSION RIGHTS AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is entered into on, and effective as of, February 28, 2017 among PBF Energy Company LLC, a Delaware limited liability company ("PBF"), PBF Logistics GP LLC, a Delaware limited liability company (the "General Partner"), and PBF Logistics LP, a Delaware limited partnership (the "Partnership"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

Liberty Broadband Corp – Proxy and Right of First Refusal Agreement (May 20th, 2016)

This Proxy and Right of First Refusal Agreement, dated as of May 18, 2016, (this Agreement), is by and among Liberty Broadband Corporation, a Delaware corporation (Liberty), Advance/Newhouse Partnership, a New York general partnership (A/N), and, for the limited purposes of the proviso to Section 2(e) and Section 7(k), Charter (as defined below) and New Charter (as defined below). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the Stockholders Agreement), by and among Liberty, A/N, Charter Communications, Inc., a Delaware corporation (Charter), and CCH I, LLC, a Delaware limited liability company (New Charter), as amended by the letter agreement among Liberty, A/N, Charter and New Charter, dated as of the date hereof, as such Stockholders Agreement is in effect on the date hereof and without giving effect to any amendmen

Proxy and Right of First Refusal Agreement (September 9th, 2015)

This Proxy and Right of First Refusal Agreement, dated as of [ ], (this Agreement), is by and among Liberty Broadband Corporation, a Delaware corporation (Liberty), Advance/Newhouse Partnership, a New York general partnership (A/N), and, for the limited purposes of the proviso to Section 2(e) and Section 7(k), Charter (as defined below). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the Stockholders Agreement), by and among Liberty, A/N, Charter Communications, Inc., a Delaware corporation (Charter), and CCH I, LLC, a Delaware limited liability company (New Charter), as such Stockholders Agreement is in effect on the date hereof and without giving effect to any amendments or modifications thereto unless it has been amended or modified in accordance with its terms.

Liberty Broadband Corp – Proxy and Right of First Refusal Agreement (May 29th, 2015)

This Proxy and Right of First Refusal Agreement, dated as of [ ], (this Agreement), is by and among Liberty Broadband Corporation, a Delaware corporation (Liberty), Advance/Newhouse Partnership, a New York general partnership (A/N), and, for the limited purposes of the proviso to Section 2(e) and Section 7(k), Charter (as defined below). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the Stockholders Agreement), by and among Liberty, A/N, Charter Communications, Inc., a Delaware corporation (Charter), and CCH I, LLC, a Delaware limited liability company (New Charter), as such Stockholders Agreement is in effect on the date hereof and without giving effect to any amendments or modifications thereto unless it has been amended or modified in accordance with its terms.

Liberty Broadband Corp – Proxy and Right of First Refusal Agreement (May 29th, 2015)

This Proxy and Right of First Refusal Agreement, dated as of May 23, 2015 (this Agreement), is by and between Liberty Broadband Corporation, a Delaware corporation (Liberty), and Liberty Interactive Corporation, a Delaware corporation (LIC). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the Stockholders Agreement), by and among Liberty, Advance/Newhouse Partnership, a New York partnership (A/N), Charter Communications, Inc., a Delaware corporation (Charter), and CCH I, LLC, a Delaware limited liability company (New Charter), as such Stockholders Agreement is in effect on the date of execution thereof and without giving effect to any amendments or modifications thereto unless such amendment or modification (i) has been consented to by LIC or (ii) does not amend or modify the defined term being incorporated herein in a ma

Liberty Broadband Corp – Proxy and Right of First Refusal Agreement (April 6th, 2015)

This Proxy and Right of First Refusal Agreement, dated as of [ ], (this Agreement), is by and among Liberty Broadband Corporation, a Delaware corporation (Liberty), Advance/Newhouse Partnership, a New York general partnership (A/N), and, for the limited purposes of the proviso to Section 2(e) and Section 7(k), Charter (as defined below). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Stockholders Agreement, dated as of March 31, 2015 (the Stockholders Agreement), by and among Liberty, A/N, Charter Communications, Inc., a Delaware corporation (Charter), and CCH I, LLC, a Delaware limited liability company (New Charter), as such Stockholders Agreement is in effect on the date hereof and without giving effect to any amendments or modifications thereto unless it has been amended or modified in accordance with its terms.

Seaspan Corporation – Amendment to Right of First Refusal Agreement (March 10th, 2015)

THIS AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT (this Amendment), dated as of August 11, 2014, is made by and among Greater China Intermodal Investments LLC (the Company), Seaspan Corporation (Seaspan) and Blue Water Commerce, LLC (collectively with the Company and Seaspan, the Parties). Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in that certain Right of First Refusal Agreement, dated as of March 14, 2011, by and among the Parties (the Agreement).

MASTER RIGHT OF FIRST REFUSAL AGREEMENT (Finance and Acquisition Opportunities) (January 6th, 2015)

THIS MASTER RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), is made as of this 1st day of December, 2014 (the "Effective Date"), by and between EPT SKI PROPERTIES, INC., a Delaware corporation ("EPR"), and PEAK RESORTS, INC., a Missouri corporation ("Peak").

Right of First Refusal Agreement (January 6th, 2015)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), dated as of December, 1, 2014 ("Effective Date"), is made and entered into among L.B.O. HOLDING, INC., a Maine corporation (hereinafter referred to as "LBO"), and EPT SKI PROPERTIES, INC., a Delaware corporation (hereinafter referred to as "EPR"). LBO and EPR are sometimes collectively referred to herein as the "Parties" and each of the Parties is sometimes singularly referred to herein as a "Party".

Repowering Services Right of First Refusal Agreement (July 25th, 2014)

THIS AGREEMENT is made as of the July 23, 2014, by and among TerraForm Power, Inc., a Delaware corporation (Terra), TerraForm Power, LLC, a Delaware limited liability company (Terra LLC), TerraForm Power Operating LLC, a Delaware limited liability company (Terra Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terras Class A Common Stock on the date first above written.

Repowering Services Right of First Refusal Agreement (June 13th, 2014)

THIS AGREEMENT is made as of the day of 2014, by and among TerraForm Power, Inc., a Delaware corporation (Terra), TerraForm Power, LLC, a Delaware limited liability company (Terra LLC), TerraForm Power Operating LLC, a Delaware limited liability company (Terra Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terras Class A Common Stock on the date first above written.

Right of First Refusal Agreement (May 13th, 2014)

This Right of First Refusal Agreement (this Agreement), dated as of January 7, 2011 by and between VTB Holdings, Inc., a Delaware corporation (the Company) and the holders of the Companys Series B Preferred Stock (each, a Series B Preferred Stockholder and together with any transferees or additional holders of the Series B Preferred Stock, the Series B Preferred Stockholders).

Paycom Software, Inc. – Right of First Refusal Agreement (March 10th, 2014)

THIS RIGHT OF FIRST REFUSAL AGREEMENT dated as of the dates set forth below, between Kilpatrick Partners, L.L.C., an Oklahoma limited liability company (Seller), and Paycom Payroll, LLC, a Delaware limited liability company (Buyer).

Car Charging Group – Exclusive Right of First Refusal Agreement (May 9th, 2013)

This EXCLUSIVE RIGHT OF FIRST REFUSAL AGREEMENT (the "Agreement") is entered into as of April 21, 2013 (the "Effective Date"), by and between CAR CHARGING, INC., a Delaware corporation, ("Company"), having its principal executive offices at 1691 Michigan Avenue, Suite 601, Miami Beach, FL 33139; and TIMOTHY MASON ("Mason") and MARIANA GERZANYCH ("Gerzanych"), (collectively referred to as the "350 Members" or "Consultants"), having their principal executive offices at 26092 Cresta Verde, Mission Viejo, CA 92691 (Consultants and Company are collectively referred to herein as, the "Parties").

Armada Hoffler Properties Inc. – Option and Right of First Refusal Agreement (May 2nd, 2013)

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement), effective as of this 1st day of May, 2013 (the Effective Date), by and between LAKE VIEW AH-VNG, LLC, a Virginia limited liability company (hereinafter referred to as Owner), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as Optionee), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the Party and collectively referred to as the Parties).

Armada Hoffler Properties Inc. – Option and Right of First Refusal Agreement (May 2nd, 2013)

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement), effective as of this 1st day of May, 2013 (the Effective Date), by and between HANBURY VILLAGE, LLC, a Virginia limited liability company (hereinafter referred to as Owner), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as Optionee), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the Party and collectively referred to as the Parties).

Armada Hoffler Properties Inc. – Option and Right of First Refusal Agreement (May 2nd, 2013)

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement), effective as of this 1st day of May, 2013 (the Effective Date), by and between OYSTER POINT HOTEL ASSOCIATES, L.L.C., a Virginia limited liability company (hereinafter referred to as Owner), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as Optionee), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the Party and collectively referred to as the Parties).

Armada Hoffler Properties Inc. – Option and Right of First Refusal Agreement (May 2nd, 2013)

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement), effective as of this 1st day of May, 2013 (the Effective Date), by and between COURTHOUSE OUTPARCEL A-1-B-2, LLC, a Virginia limited liability company (hereinafter referred to as Owner), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as Optionee), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the Party and collectively referred to as the Parties).

Armada Hoffler Properties Inc. – Option and Right of First Refusal Agreement (May 2nd, 2013)

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement), effective as of this 1st day of May, 2013 (the Effective Date), by and between COURTHOUSE MARKETPLACE PARCEL 7, L.L.C., a Virginia limited liability company (hereinafter referred to as Owner), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as Optionee), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the Party and collectively referred to as the Parties).

Fusion Telecommunications International, Inc. – Right of First Refusal Agreement (November 2nd, 2012)

RIGHT OF FIRST REFUSAL AGREEMENT, dated as of October 29, 2012 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), by and among FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the "Company"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, individually and in its capacity as agent ("Fund III"), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP ("Fund III-A") and PLEXUS FUND II, LP ("Plexus" and together with Fund III and Fund III, each a "Lender" and collectively, the "Lenders").

Contract (May 7th, 2012)

This Right of First Refusal Agreement (the "Agreement") is made as of May 3, 2012 among Mel Marks and Melmarks Enterprises LLLP (each a "Significant Common Stock Holder" and collectively the "Significant Common Stock Holders") and Motorcar Parts of America, Inc., a New York corporation (the "Company').

Armstrong Energy, Inc. – Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (May 4th, 2012)

This Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (the Agreement) is executed as of February 9, 2011 by and between Armstrong Land Company, LLC, a Delaware limited liability company (Armstrong), and each of the other parties designated as Armstrong Entities on the signature pages hereto (Armstrong, together with the other undersigned Armstrong Entities herein collectively referred to as the Armstrong Entities), and Elk Creek, L.P., a Delaware limited partnership (Elk Creek), and each of the other parties designated as Elk Creek Entities on the signature pages hereto (Elk Creek, together with the other undersigned Elk Creek Entities herein collectively referred to as the Elk Creek Entities). Contemporaneously herewith, the Armstrong Entities and Elk Creek have entered into that certain Option Amendment, Option Exercise and Membership Interest Purchase Agreement (the Option and Purchase Agreement). Capitalized terms used herein and not otherwise

Armstrong Resource Partners, L.P. – Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (May 4th, 2012)

This Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (the Agreement) is executed as of February 9, 2011 by and between Armstrong Land Company, LLC, a Delaware limited liability company (Armstrong), and each of the other parties designated as Armstrong Entities on the signature pages hereto (Armstrong, together with the other undersigned Armstrong Entities herein collectively referred to as the Armstrong Entities), and Elk Creek, L.P., a Delaware limited partnership (Elk Creek), and each of the other parties designated as Elk Creek Entities on the signature pages hereto (Elk Creek, together with the other undersigned Elk Creek Entities herein collectively referred to as the Elk Creek Entities). Contemporaneously herewith, the Armstrong Entities and Elk Creek have entered into that certain Option Amendment, Option Exercise and Membership Interest Purchase Agreement (the Option and Purchase Agreement). Capitalized terms used herein and not otherwise

Seaspan Corporation – Right of First Refusal Agreement (March 14th, 2011)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement) is dated as of the 14th day of March, 2011 (the Effective Date), by and among Greater China Intermodal Investments LLC, a limited liability company formed under the laws of the Marshall Islands (the Company), Seaspan Corporation, a corporation formed under the laws of the Marshall Islands (Seaspan), and Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (Washington and, together with Seaspan, the ROFR Parties). The Company, Seaspan and Washington are referred to herein collectively as the Parties and each as a Party.

Bona Film Group Limited – Right of First Refusal Agreement (November 17th, 2010)
CastleRock Security Holdings, Inc. – Right of First Refusal Agreement (November 5th, 2010)

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this Agreement) is entered into effective as of September 24, 2010, by and among Castlerock Security Holdings, Inc., a Delaware corporation (the Company), and Alarm Funding, LLC, a Delaware limited liability company, and SA Systems LLC, a Delaware limited liability company (each a Holder and together the Holders).

SYSWIN Inc. – Right of First Refusal Agreement (November 4th, 2010)

Beijing Syswin International Real Estate Consulting Group Co., Ltd., a company with limited liabilities organized and validly existing under the laws of the Peoples Republic of China (the PRC) (Syswin International);

National Holdings – Right of First Refusal Agreement (August 16th, 2010)

This RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), dated as of June 7, 2010, is entered into by and between National Holdings Corporation, a Delaware corporation (the "Company"), and Frank Plimpton, an individual ("Lead Investor").

Erin Energy Corp. – Right of First Refusal Agreement (April 13th, 2010)

This Right of First Refusal Agreement (this "Agreement") is made and entered into as of April 7, 2010 (the "Effective Date"), by and among PACIFIC ASIA PETROLEUM, INC., a Delaware corporation ("PAPI"), CAMAC ENERGY HOLDINGS LIMITED, a Cayman Islands company ("CEHL"), CAMAC INTERNATIONAL (NIGERIA) LIMITED, a company incorporated in the Federal Republic of Nigeria ("CINL") and a wholly-owned subsidiary of CEHL, ALLIED ENERGY PLC (formerly, Allied Energy Resou rces Nigeria Limited), a company incorporated in the Federal Republic of Nigeria and a wholly-owned subsidiary of CEHL ("Allied," and together with CEHL and CINL, the "CAMAC Parties"). PAPI and the CAMAC Parties may be referred to herein individually as a "Party" or collectively as the "Parties".

Liberty Entertainment, Inc. – Amendment No. 1 to Voting and Right of First Refusal Agreement (October 14th, 2009)

THIS AMENDMENT NO. 1 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of July 29, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation ("Splitco"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), Dr. John C. Malone ("Dr. Malone"), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (the "Evan Trust," and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the "Malones" and each a "Malone").