Notice of Right of First Refusal Clause Samples

A Notice of Right of First Refusal clause establishes that a party must be given the opportunity to accept or decline an offer before the property or asset in question can be sold or transferred to a third party. In practice, this means that if the owner receives a bona fide offer from another potential buyer, they are required to notify the holder of the right of first refusal, who then has a specified period to match the offer or waive their right. This clause ensures that the holder has a priority position in acquiring the asset, thereby protecting their interests and preventing the owner from bypassing their contractual rights.
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Notice of Right of First Refusal. Notwithstanding the -------------------------------- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty (30) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares --- multiplied by the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The date that the Notice of Right of First Refusal is received by the Corporation shall constitute the First Refusal Notice Date.
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Notice of Right of First Refusal. Notwithstanding the provisions -------------------------------- of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing on the third anniversary of the Subscription Closing, the Shareholder may also transfer all or a portion of his Stock, subject in all respects to the prior written approval of the Corporation (which approval shall not be unreasonably withheld) and the following "right of first refusal" provisions of this Section 4.3. Commencing on the third anniversary of the Subscription Closing, if the Shareholder receives a bona fide offer from a party unrelated to the Shareholder to sell, assign, transfer or otherwise dispose of Stock owned by the Shareholder, or any interest therein, and the Shareholder desires to accept such offer, the Shareholder shall cause such offer to be reduced in writing and the Shareholder shall, not less than thirty (30) days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver a request for the Corporation's approval of the proposed transaction and a Notice of Right of First Refusal to the Corporation containing the following information: (i) the number of shares of Stock proposed to be so transferred (the "Offered Stock"); (ii) the terms and conditions of the proposed transfer, including the identity of the proposed transferee(s) and the per share price to be charged (if any) for the shares of Stock to be transferred and the cash consideration to be received therefor (the "Offered Terms"); and (iii) an affirmative offer made by the Shareholder to transfer the Offered Stock to the Corporation at a price (the "Offer Price") equal to the total cash price in the proposed transfer for the Offered Stock as indicated in the Notice of Right of First Refusal (i.e., the number of shares multiplied by ---- the per share price, if any, to be charged for the shares of Stock to be transferred), it being agreed that, without the prior written approval of the Corporation, all transfers permitted by this Section 4.3 must be solely for consideration consisting of cash or cash equivalents. The date that the Notice of Right of First Refusal is received by the Corporation shall constitute the First Refusal Notice Date.
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Notice of Right of First Refusal. The term "Notice of Right of First Refusal" shall have the meaning set forth in Section 3.01 of this Agreement.
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Notice of Right of First Refusal. (a) If a Member receives a bona fide written offer from any person, including any Member (a "Third Party Offer"), for the purchase of all or a part of each class or series of Membership Interests then held by such Member which such Member desires to accept, such Member (the "Offeror Member") shall provide written notice of such Third Party Offer (the "
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Notice of Right of First Refusal. MorMeg shall (a) deliver to the Company a written notice (the “Notice”) for each ROFR Working Interest that MorMeg or any of its affiliates acquires within 30 days of completing such acquisition, stating: (i) the description of such ROFR Working Interest; and (ii) the bona fide cash price or other consideration for which MorMeg or any of its affiliates purchased the ROFR Working Interest (the “Acquisition Price”); and (b) offer the Company or its assignee(s) the right to purchase 90% of the ROFR Working Interest at the Acquisition Price.
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Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion of the Purchased Shares, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers (the "Selling Purchaser") desires to sell Purchased Shares on the market or to a party unrelated to such Purchaser in a "non-market" sale, the Selling Purchaser shall not less than five (5) business days prior to the date of the proposed sale, assignment, transfer or other disposition, deliver to the Other Purchaser and the Corporation a "Purchaser Notice of Right of First Refusal" containing the following information: (i) the number of shares of Purchased Shares proposed to be so transferred (the "Purchaser Offered Stock");
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Notice of Right of First Refusal. Notwithstanding the provisions of Section 3.1, and absent the right to make a transfer of the Purchased Shares pursuant to Section 3.2, either of the Purchasers may also transfer all or a portion of the Purchased Shares, subject in all respects to the following "right of first refusal" provisions of this Section 3.3. If either of the Purchasers (the "Selling
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Related to Notice of Right of First Refusal

  • 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.

  • 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").

  • Termination of Right of First Refusal 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.

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

  • 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.