Right of First Offer and Right of First Refusal Sample Clauses

Right of First Offer and Right of First Refusal a right of first offer generally refers to the right of a non-selling co-venturer to receive an offer from a selling party to sell all of the latter’s interest in the JV and if such offer is not accepted by the non-selling co-venturer, the seller can offer for a specified period all of its JV interest for sale to a third party at a price equal to or better than that offered to the non-selling co-venturer. • a right of first refusal is a right of the non-selling party to require the selling co-venturer to sell its interest in the JV to the non-selling co-venturer under the terms of a third party offer that the selling co-venturer is otherwise prepared to accept • a right of first offer is less favorable to the non-selling co-venturer than a right of first refusal because the pricing will be higher, the non-selling co-venturer will not have a third party offer to confirm value and the non-selling co- venturer will not be able to control who its new co-venturer is if it passes on the selling co-venturer’s initial offer • from a selling co-venturer’s point of view, it is difficult to name an acceptable price in advance of being able to negotiate it with a third party and under a right of first refusal, the selling co-venturer will find it difficult to obtain a good price from a third party who knows its offer is subject to a right of first refusal, particularly as there may be substantial costs involved in doing the necessary due diligence to enable the pricing of a firm offer • need to consider these rights in the context of default exit/termination rights • these rights and the interplay of the various default and non-default rights can become very complicated. Note that if the third party offer is for anything other than all cash, it becomes very difficult to match. If the third party proposes non-cash consideration can the non-selling co-venturer “match” with xxxx? If so, how does valuation work? Who values? Also, “standard” language often does not catch collateral consideration. • make sure that the non-selling co-venturer has a right to receive copies of all relevant agreements entered into between selling co-venturer and third party as soon as possible after they are entered into • consider timing—both for period of time during which the right of first refusal can be accepted, and also the permitted sale period following the time when the non-selling co-venturer turned down the offer • consider whether sale to third party should include drag-along or ta...
Sample 1
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Right of First Offer and Right of First Refusal. (a) In addition to the other restrictions provided in this Agreement, if the Purchaser desires to Transfer any Company Securities (other than to any Affiliate of the Purchaser), the Purchaser will give written notice to the Company of such intention to Transfer Company Securities (as used in this Section 3.3, the "Sale Notice"). The Sale Notice will describe either (i) if the Purchaser intends to Transfer Company Securities to any Person that (A) following such Transfer, would (alone or collectively with all Affiliates of such Person) beneficially own more than (*) percent ((*)%) of the outstanding Common Stock or (B) is listed on Schedule 2 hereto, as revised or updated from time to time in accordance with Section 3.1(b)(i) hereof (any such Transfer, a "Significant Transfer"), (1) the class and number of Company Securities to be transferred, (2) the minimum consideration for which the Purchaser will Transfer the securities, and (3) the proposed Transferee and, to the extent such information is reasonably available to the Purchaser, the amount of securities of the Company then held by such proposed Transferee, or (ii) in the case of all other proposed Transfers, the class and number of Company Securities to be Transferred. In the event the Transfer is being made pursuant to paragraph (f) below, the Sale Notice shall so state.
Sample 1
Right of First Offer and Right of First Refusal. As long as Umbro International, Inc., or its affiliates ("UMBRO"), remains a Sponsor, prior to entering into negotiations with any other entity for sponsorship of the Franchise, Franchisee shall first offer UMBRO the opportunity to enter into sponsorship negotiations with Franchisee. Prior to entering into any sponsorship agreement with another entity, Franchisee shall first offer the same sponsorship opportunities, subject to the same terms, to UMBRO. If UMBRO fails to accept the sponsorship with such terms within thirty days of receipt of the offer from Franchisee, Franchisee may enter into the sponsorship agreement with the other entity.
Sample 1
Right of First Offer and Right of First Refusal. (a) Solitario grants to Newmont a right of first offer (the "Right of First Offer") on any property interest, other than Alliance Properties, that Solitario or any of its Affiliates acquires during the Exploration Expenditure Period in South America and located more than two kilometers from property owned or controlled by Solitario as of the Effective Date (each a "Solitario Acquired Property"), as follows: If following the Effective Date but prior to the second anniversary of the last day of the Exploration Expenditure Period Solitario or any of its Affiliates intends to transfer all or any part of its interest in a Solitario Acquired Property (each an "Offered Property"), Solitario promptly shall deliver to Newmont a notice (each a "ROFO Notice") specifically identifying the Offered Property and stating the price and all other pertinent terms and conditions of the intended transfer that Solitario is willing to accept. Solitario shall include with each ROFO Notice all data in the possession or control of Solitario or its Affiliates that pertain to the Offered Property and have not previously been provided to Newmont. Newmont shall have a period of 30 days from the date a ROFO Notice is delivered to notify Solitario, by written notice, whether it elects to acquire (or have a Newmont Affiliate designated by Newmont acquire) the Offered Property on the terms stated in the ROFO Notice. If Newmont does elect within such 30-day period to acquire (or have a Newmont Affiliate acquire) the Offered Property, closing of such acquisition shall occur within 30 days after the date on which Newmont delivers such notice to Solitario. If Newmont fails to provide Solitario with notice of its election to acquire (or have a Newmont Affiliate acquire) the Offered Property within such 30-day period, such failure shall be deemed to be an election, as of the end of such 30-day period, to not acquire (or have a Newmont Affiliate acquire) the Offered Property.
Sample 1
Right of First Offer and Right of First Refusal. Tenant's rights and obligations with regard to the Right of First Offer and the Right of First Refusal as described and agreed to by letter dated April 7, 1998 from Landlord to Tenant, a copy of which is attached hereto as EXHIBIT "E", are incorporated herein by this reference, except that the following changes shall be incorporated:
Sample 1
Right of First Offer and Right of First Refusal. Landlord and Tenant acknowledge and agree that the Premises currently includes the Right of First Refusal Space described in Article 31 of the Original Lease and the ROFO Space described in Article 32 of the Lease (added to the Original Lease by paragraph 3(m) of the Second Amendment), and therefore, both such Articles 31 and 32 are deleted in their entirety without replacement.
Sample 1
Right of First Offer and Right of First Refusal. (a) Buyer has a “
Sample 1
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Right of First Offer and Right of First Refusal 
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Related to Right of First Offer and Right of First Refusal

  • 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 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), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) 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 Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • 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").

  • Assignment of 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.

  • 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.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • 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.

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