First Refusal definition

First Refusal means the right of Lender to be offered any of the Pledged Shares held by the Key Personnel before it is sold to third parties. Lender shall be given ten (10) business days from the date they are notified of the proposed transaction to exercise this right of First Refusal.

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First Refusal or “First Right” means an agreement between a Seller and prospective Buyer allowing that Buyer to purchase prior to the real property being sold to another potential Buyer and also means an agreement between a Seller and a prospective Buyer which contains a condition in favour of the prospective Buyer or the Seller. In commercial leasing, the term is used frequently to denote a concession giving a tenant the first right, within a limited period of time, to a designated additional area or space.

First Refusal means the right of Lender to be offered any of the Pledged Shares held by the Key Personnel before it is sold to third parties. Lender shall be given ten (10) business days from the date they are notified of the proposed transaction to exercise this right of First Refusal. “Fiscal Year” shall mean each twelve (12) month period which ends on December 31. “Fiscal Quarter” shall mean the three (3) months period which ends on the last days of the months of March, June, September and December of each year. “Florida” shall the State of Florida and its political subdivisions, municipalities, agencies or instrumentalities. “Funded Debt” shall mean all Indebtedness other than (i) accounts payable and accrued expenses arising in the ordinary course of business of Borrower and (ii)

Examples of First Refusal in a sentence

• If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

• 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.

• If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction.

• The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

• The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above.

• 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.

• The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction.

• If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

• Notwithstanding anything contained herein to the contrary, the Company shall not consummate any Future Offering with an investor, or an affiliate of such investor (collectively “Prospective Investor”), identified on an ROFR Notice whereby the Buyer exercised its Right of First Refusal for a period of forty (45) days following such exercise; and any subsequent offer by a Prospective Investor is subject to this Section 4(d) and the Right of First Refusal.

• The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

More Definitions of First Refusal

First Refusal. RIGHT shall have the meaning assigned to such term in Article E.

First Refusal means that an AGROFRUT Product shall be submitted solely and exclusively to CTT for purposes of exploiting the Marketing Rights in and to such AGROFRUT Product before the same is submitted to any other person or entity. It is the essence of this Agreement that AGROFRUT will not submit any AGROFRUT Product to a third party for sale, marketing, acquisition, licensing, exploitation or any other use unless and until the AGROFRUT Product has been submitted to CTT hereunder, and CTT has declined to exploit the Marketing Rights to the AGROFRUT Product (a "Rejected Product"). An AGROFRUT Product for which CTT elects to exploit the Marketing Rights shall be referred to as an "Included Product."