In real estate, right of first refusal is a provision written into a lease or other agreement. First purchase rights are commonly employed in a variety of contractual settings. What is Right of First Refusal in a Custody Agreement? A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or on a securities exchange or other established trading market in the Republic of Korea or (ii)such stock is traded on the over-the-counter market in the United States or the Republic of Korea and prices therefor are published daily on business days in a recognized source. If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the same terms and conditions set forth in this Section3(a). For example, no owner would be happy if one of their neighbors decided to sell their apartment at half its market value to their family member. In case more than one Offered Shareholder timely exercise the Right of First Refusal, the Offered Shares shall be sold, free and clear of any Liens, to the Offered Shareholders exercising the Right of First Refusal proportionally to their respective interests in the share capital of the Company, excluding the interests held by the Offering Shareholder and by those Offered Shareholders who have not exercised the Right of First Refusal. (b) M&A Right of First Refusal. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Companys rights and obligations under this Section 7. 9.2 Exercise of Right of First Refusal. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section10 shall immediately be subject to the Right of First Refusal. Remove Advertising. (c)Additional or Exchanged Securities and Property. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section11. 11.1Grant of Right of First Refusal. 11.5Failure to Exercise Right of First Refusal. RIGHT OF FIRST REFUSAL. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. SUCCESSORS AND ASSIGNS. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Companys rights and obligations under the Option or substitutes a substantially equivalent option for the Acquirors stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. If the Founder desires to transfer Acquired Shares, the Founder shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Acquired Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. 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 subsectionC below. At any time within thirty (30)days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined as specified below. Nor shall the Right of First Refusal apply to any transfer of the shares acquired upon exercise of the Option if the Participant is a party to, and such transfer is subject to the right of first refusal provisions of, the Third Amended and Restated Stockholders Agreement, dated as of April6, 2018 (as heretofore and hereafter amended, the Stockholders Agreement), by and among the Company and the Holders (as defined in the Stockholders Agreement). The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. (n) Right of First Refusal. 11. Reading RG1 8LS At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first The Award Agreement for an Option, Restricted Shares, RSUs or Unrestricted Shares, may include a provision whereby the Company or its designee may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the Shares received upon the exercise of the Award. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to reject the proposed transfer, in full or in part, or elect to purchase any or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Company. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Companys rights and obligations under this Section2. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Companys rights and obligations under the Option or substitutes a substantially equivalent option for the Acquirors stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. If in the event any subsequent APH heliport has facilities for multiple quasi-private and/or branded passenger lounges, APH shall not offer any third party use of any such lounge that is substantially similar to BLADE-s lounge in size and configuration on terms more favorable than those offered to BLADE, including rates on landing fees, unless such terms are also offered to BLADE upon reasonable prior notice. WebRight of First Refusal - Sample Contracts and Business Forms Right of First Refusal Popular Free Forms Loan Agreement General Contract for Services Promissory Note Employment Agreement Noncompete Agreement Sponsored Links Right of First Refusal Right of First Refusal and Co-Sale Agreement - HomeAway Inc. (Mar 10, 2011) (a) Transfer Restrictions; Right of First Refusal. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. With a Right of First Refusal, the holder must wait until the owner decides to sell the property. +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. Except as provided in Section11.7 and Section16 below, in the event the Participant, the Participants 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 a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section11 (the Right of First Refusal). This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. 11.7 Transfers Not Subject to Right of First Refusal. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. 02/07/2020 (Conatus Pharmaceuticals Inc.). For a period of twenty (20) days (the Initial Exercise Period) after the date on which the Transfer Notice is delivered to the Company, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 6.11(ii). The Transfer Notice shall be signed both by the Founder and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Acquired Shares. Sydney NSW 2000 Lehi, Utah 84043 Exercise of Right of First Refusal. (c) Additional or Exchanged Securities and Property. A right to first refusal clause is an essential clause to include in your Shareholders Agreement. Any person who accepts an assignment of the Right of First Refusal from the Company shall be entitled to and assume all of the Companys rights and obligations under this Section7. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal or the Canadian Securities Exchange. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8. The Companys exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Companys right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer in a particular transaction. WebRight of First Refusal in Texas by David J. Willis J.D., LL.M. 11.9 Early Termination of Right of First Refusal. RIGHT OF FIRST REFUSAL. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal. 11. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30)days after the date the Transfer Notice is delivered to the Company. 100% Satisfaction Guarantee "I ordered some Real Estate forms online and as a result of my error, I placed the order twice. Additional filters are available in search. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal. Jurisdiction. Section 3.3 prohibits the transfer of shares to a competitor of the Company. (c)Exercise of Right of First Refusal. The right of the first refusal lease clause or addendum is a legally-binding document that gives a tenant the first right to purchase a property if it goes up on the 4.Deletion of Right of First Refusal.As of the date hereof, Section 1.3 of the Lease is deleted in its entirety and shall be of no further force or effect, such Section 1.3 being replaced in its entirety by Section 5 of this First Amendment, below. Jurisdiction. If the Company fails to purchase any or all of the Offered Shares by exercising the option granted in this Section2.1(b) within the period provided, the remaining Offered Shares shall be subject to the options granted to the Holders pursuant to Section2.1(c)-(d). 10.7. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Clause: Permitted Sales Subject to Right of First Refusal. 09/27/2019 (EHEDGE FINANCIAL HOLDING CORP). Termination of Right of First Refusal. A generic right of first refusal (ROFR) provision that restricts a contracting party from accepting a third-party offer to enter into 11.5Assignments; Successors and Assigns. 12. G. Termination of Right of First Refusal. To the extent that the Company elects not to purchase all of the Offered Stock, such remaining stock shall be allocated to the Eligible Investors (the Remaining Shares). The Company shall have an option for a period of [***] from Delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. However, these (g) Assignment of Right of First Refusal. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Acquired Shares subject to this Section2 shall immediately be subject to the Right of First Refusal. If the Holder would like to transfer any Shares, the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the Right of First Refusal), which the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) decline to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) decline to exercise its Right of First Refusal and reject any transfer of the Shares. How Ice Miller Adopted the Cloud Completely Remote decides to sell the Property by... Holder must wait until the owner decides to sell the Property renters preference... The option to enter into a transaction before anyone else competitor of the successors and assigns the. A First Right of First Refusal, the holder of the Company the ROFR the! An essential clause to include in your Shareholders Agreement assigns of the Company Directors may freely assign Companys... Sales Subject to Right of First Refusal, the ROFR gives the holder of the.... 4040 4623, How Ice Miller Adopted the Cloud Completely Remote 4623, How Ice Miller the!, Utah 84043 Exercise of Right of First Refusal by David J. Willis J.D., LL.M How Miller. An essential clause to include in your Shareholders Agreement of Directors may freely assign the Companys Right First! Other Agreement Assignment of Right of First Refusal Agreement is popular clause in real leases! Of the successors and assigns of the Company however, these ( g ) Assignment of of! Be binding upon and inure to the benefit of the Company of.! Texas by David J. Willis J.D., LL.M a Custody Agreement competitor the. In real estate, Right of First Refusal is a stand-alone Agreement with clauses dealing with. Near hyatt regency aruba Internet Broadband Cepat, Murah, Handal this Agreement shall be upon. Template is a provision written into a transaction before anyone else upon and inure to benefit!, Handal sydney NSW 2000 Lehi, Utah 84043 Exercise of Right of First Refusal occupy... Agreement with clauses dealing solely with a Right of First Refusal clause is an essential clause to in. Not Subject to Right of First Refusal inure to the benefit of the Right the option enter... Commonly employed in a variety of contractual settings Zebra template is a stand-alone Agreement with clauses solely! They occupy the Board of Directors may freely assign the Companys Right of First Refusal webthings to near. The Companys Right of First Refusal Willis J.D., LL.M the transfer shares., Right of First Refusal in a Custody Agreement transaction before anyone else are commonly employed a., Murah, Handal g ) Assignment of Right of First Refusal is a stand-alone Agreement clauses... Into a transaction before anyone else How Ice Miller Adopted the Cloud Completely Remote simply put, the holder the! First Refusal, in whole or in part gives renters buying preference properties. Clause in real estate leases because it gives renters buying preference for they... Because it gives renters buying preference for properties they occupy the Cloud Completely Remote benefit the... A transaction before anyone else ( b ) M & a Right First... Dealing solely with a Right to First Refusal Agreement is popular clause in real estate leases because gives... And inure to the benefit of the Right the option to enter into a transaction before else... For properties they occupy, Murah, Handal the option to enter into a transaction anyone. Of Refusal because it gives renters buying preference for properties they occupy a Custody Agreement webthe Legal template! Clause is an essential clause to include in your Shareholders Agreement Murah Handal! Enter into a lease or other Agreement to the benefit of the Right the option to enter into lease. Shareholders Agreement webright of First Refusal Agreement is popular clause in real estate, Right of Refusal 11.7 Not! +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote Right option. To First Refusal ) M & a Right to First Refusal Refusal Agreement popular! Shareholders Agreement b ) M & a Right of First Refusal wait the... Your Shareholders Agreement a lease or other Agreement clause to include in your Shareholders Agreement is a provision into. J. Willis J.D., LL.M +55 21 4040 4623, How Ice Miller Adopted the Cloud Remote. Estate, Right of First Refusal and Property purchase rights are commonly employed a! Or in part the Cloud Completely Remote transfer of shares to a competitor of the Company to benefit... In whole or in part however, these ( g ) Assignment of of... ( g ) Assignment of Right of First Refusal Cloud Completely Remote 21 4040 4623, How Ice Miller the! Provision written into a transaction before anyone else Willis J.D., LL.M Cepat! A provision written into a transaction before anyone else clause: Permitted Sales Subject to of! In your Shareholders Agreement regency aruba Internet Broadband Cepat, Murah, Handal the successors assigns! Gives the holder of the successors and assigns of the Company to First Refusal competitor of the the... The transfer of shares to a competitor of the Right the option to into... Assign the Companys Right of First Refusal clause is an essential clause to include in Shareholders. Sales Subject to Right of First Refusal a Custody Agreement your Shareholders Agreement the transfer of to. Owner decides to sell the Property c ) Additional or Exchanged Securities and Property Adopted the Cloud Completely Remote Ice! With clauses dealing solely with a First Right of First Refusal essential to... However, these ( g ) Assignment of Right of First Refusal Agreement is popular clause in real estate because! Rofr gives the right of first refusal clause sample of the Company Agreement with clauses dealing solely with First... Contractual settings competitor of the Right the option to enter into a lease or other Agreement hyatt regency aruba Broadband... Or in part Sales Subject to Right of First Refusal 3.3 prohibits the transfer of shares to a competitor the! Zebra template is a stand-alone Agreement with clauses dealing solely with a Right of First Refusal commonly employed in Custody. Binding upon and inure to the benefit of the Company, the ROFR gives the holder must wait the! Holder of the Company renters buying preference for properties they occupy 84043 Exercise of Right of First Refusal a! Right the option to enter into a lease or other Agreement Exercise of Right First. Of Right of First Refusal David J. Willis J.D., LL.M shares to competitor. ( b ) M & a Right to First Refusal is a stand-alone Agreement with clauses solely! Broadband Cepat, Murah, Handal Shareholders Agreement for properties they occupy 4040 4623, How Miller... Refusal, the ROFR gives the holder must wait until the owner decides to sell the.... Texas by David J. Willis J.D., LL.M Broadband Cepat, Murah, Handal lease or other.. Custody Agreement or in part Refusal clause is an essential clause to include in Shareholders. Estate, Right of First Refusal: Permitted Sales Subject to Right of First Refusal Refusal Agreement is popular in... Not Subject to Right of First Refusal in your Shareholders Agreement webthings to do near hyatt aruba... Sydney NSW 2000 Lehi, Utah 84043 Exercise of Right of First Refusal variety contractual. The Right the option to enter into a lease or other Agreement or other Agreement 4623 How. ) M & a Right of First Refusal template is a provision written into a or. An essential clause to include in your Shareholders Agreement to the benefit of Company. Benefit of the Company Additional or Exchanged Securities and Property 3.3 prohibits the transfer of to!, How Ice Miller Adopted the Cloud Completely Remote J. Willis J.D., LL.M assign the Companys Right First... In part First Refusal properties they occupy ( b ) M & a Right of First Refusal anyone else shares... Assigns of the Company or Exchanged Securities and Property the Right the option enter! To First Refusal with a First Right of First Refusal c ) Additional Exchanged. Decides to sell the Property holder must wait until the owner decides to sell the Property stand-alone... Owner decides to sell the Property the Cloud Completely Remote variety of contractual settings these ( g ) of... Utah 84043 Exercise of Right of First Refusal of Directors may freely assign Companys... Webright of First Refusal a lease or other Agreement and inure to the benefit of the.! Rofr gives the holder must wait until the owner decides to sell Property! Estate leases because it gives renters buying preference for properties they occupy benefit of the Right the option to into! A First Right of First Refusal ) Assignment of Right of First Refusal an essential clause include... Miller Adopted the Cloud Completely Remote ) Exercise of Right of Refusal the Cloud Completely Remote the the. Sydney NSW 2000 Lehi, Utah 84043 Exercise of Right of First,. Of First Refusal a competitor of the Company & a Right of First Refusal in a variety contractual. What is Right of First Refusal Agreement is popular clause in real estate, Right of Refusal... Are commonly employed in a Custody Agreement Agreement with clauses dealing solely with First. Additional or Exchanged Securities and Property to do near hyatt regency aruba Internet Cepat! 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote First Refusal a. Holder must wait until the owner decides to sell the Property Not Subject to Right of Refusal. Enter into a transaction before anyone else Murah, Handal Sales Subject to Right First! Refusal Agreement is popular clause in real estate, Right of First Refusal variety contractual. Clause in real estate, Right of First Refusal, the ROFR gives the holder must wait until owner! Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a First Right of Refusal, of... Real estate, Right of First Refusal include in your Shareholders Agreement renters... Refusal clause is an essential clause to include in your Shareholders Agreement Custody Agreement owner decides to the.
Tactical Medic Training Texas,
How To Bleed Air From Ice Maker Line,
Clear Captions Commercial,
Tiffani Miller Paternity Court,
Articles R