Option to Purchase and Right of First Refusal Sample Clauses

The "Option to Purchase and Right of First Refusal" clause grants a party the ability to buy a specific asset or property under predetermined terms, and also ensures that if the owner receives a third-party offer, the holder of the right has the first opportunity to match that offer and acquire the asset. In practice, this means that before the owner can sell to someone else, they must first offer the asset to the holder of the right on the same terms. This clause is commonly used in real estate or business agreements to give a tenant, partner, or investor priority in acquiring the property, thereby protecting their interests and preventing unwanted third-party ownership.
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Option to Purchase and Right of First Refusal. This Memorandum of Lease and Option to Purchase (this “Memorandum”) is made as of the day of April, 2011, by BFG2011 LIMITED LIABILITY COMPANY, a New Jersey limited liability company, doing business in California as “22135 Alessandro, LLC” (“Lessor”) to evidence that certain Lease (the “Lease”) dated as of May , 2011 between Lessor and SUPREME INDIANA OPERATIONS, INC., a Delaware corporation (“Lessee”), pursuant to which Lease Lessor has leased certain improved real property owned by Lessor and more particularly described in Exhibit “A” attached hereto and by this reference incorporated herein (the “Premises”). Lessor has made this Memorandum to provide notice to any interested party of such demise and of the terms and provisions of the Lease.
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Option to Purchase and Right of First Refusal. For and in consideration of the monthly rental, Lessors do hereby grant unto Lessee for a period of beginning June 1, 2006 and ending upon the termination Lease as provided herein the exclusive privilege or option to purchase the premises herein leased for the price and sum of agreed to by the Lessors and Lessee, or a price equal to any bona fide offer to purchase which is accepted by the Lessors during the option period. In the event Lessee desires to exercise the right to purchase, Lessee shall notify Lessors and deposit with Lessors the sum of Five Thousand and no/100 ($5000.00) Dollars. The Act of Sale shall pass before Lessee’s Notary on or before sixty (60) days after receipt of the deposit and notification of Lessee’s right or intent to purchase. In the event Lessee desires to exercise said option herein granted after being notified of the receipt of a bona fide purchase agreement by Lessors, and of its terms and conditions, Lessee must then within 24 hours inform Lessors of its intent to and must in fact execute an identical purchase agreement to the one submitted. In such an event, Lessee must deposit with the Lessors only so much as Lessors had required in that first purchase agreement and the act of sale shall take place at the time and in accordance with the terms of that first purchase agreement. In the even that bona fide curative work on the title is required, any period of time in which to perform this act of sale shall be extended for a period of sixty (60) days for said curative work to be accomplished. No rent shall be considered as a payment toward the purchase price of the property in the event the Lessee exercises the options set forth in this section.
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Option to Purchase and Right of First Refusal. Maricopa agrees that Community of Hope may sell to Academy that portion of the Church Property legally described on Exhibit B attached hereto (“School Property”). The parties agree if, at any time within five (5) years from the date of the Memorandum of Option to Purchase, Academy seeks to sell or abandons the School Property, or the School Property is foreclosed upon, then Community of Hope shall have the right of first refusal to acquire the School Property at the then existing market price. The parties further agree that Maricopa shall have the second right of refusal to acquire the School Property in the event Community of Hope elects not to exercise its right of first refusal. Maricopa shall retain its right of first refusal set forth in the Memorandum of Option to Purchase with respect to the remaining portion of the Church Property not sold to Academy (“Remaining Church Property”) legally described on Exhibit C attached hereto. Maricopa shall further retain its rights under the Memorandum of Option to Purchase that, if, after five (5) years from the date of the Memorandum of Option, Community of Hope fails to receive a building permit from the City of Maricopa to construct a church building on the Remaining Church Property, Maricopa shall have the right and option to acquire the Remaining Church Property for the sum of $65,340.00 per acre.
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Option to Purchase and Right of First Refusal. Landlord and Lessee agree that so long as the Department, its successor or assigns holds the Trust Deed and Regulatory Agreement encumbering the Lease, any option to purchase and right of first refusal, including that described in Article 17 of the Lease, shall not be effective without the prior written consent of the Department, which consent shall not be unreasonably conditioned, withheld or delayed.
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Option to Purchase and Right of First Refusal 
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Related to Option to Purchase and Right of First Refusal

  • Right of First Refusal University cannot transfer, assign or otherwise dispose of, voluntarily or involuntarily, any Unvested Shares or any interest in those shares. Before any Vested Shares registered in the name of University may be sold or transferred (including transfer by operation of law) other than a transfer to an affiliate or employee of the University (a "Permitted Transferee") which transfer shall be expressly subject to this Agreement, such shares shall first be offered to the Corporation, which will have the right to purchase all, but not less than all, of the Vested Shares proposed to be transferred ("Right of First Refusal"), in the following manner: 3.1. University shall first give written notice (the "Transfer Notice") of any proposed transfer other than to a Permitted Transferee to the Corporation. The Transfer Notice shall name the proposed transferee, state the number of shares of Stock to be transferred, and if the transfer is voluntary, the price per share and all other terms of the offer. The Transfer Notice shall be signed by University and the prospective transferee and must constitute a binding agreement for the transfer of the Stock subject only to the Right of First Refusal. 3.2. Within thirty (30) days of delivery of University's notice of a proposed voluntary transfer, the Corporation shall determine the bona fide nature of the proposed voluntary transfer and give University written notice of its determination. If the proposed transfer is deemed to be bona fide, the remaining subsections of this section shall apply to the sale. If the proposed transfer is deemed not to be bona fide, University will be responsible for providing additional information to the Corporation to show the bona fide nature of the proposed transfer and no Stock will be transferred on the books of the Corporation until the Corporation has approved the proposed transfer as bona fide. 3.3. If the Corporation fails to exercise in full the Right of First Refusal within thirty (30) days from the later of the date the Transfer Notice is delivered to the Corporation or thirty (30) days after the date the transfer is determined to be bona fide (if University is required to provide additional information as provided in Section 3.2 above), University may, not later than one hundred twenty (120) days following delivery to the Corporation of the Transfer Notice, conclude a transfer of the shares of Stock subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by University, shall again be subject to the Right of First Refusal and shall require compliance by University with the procedure described in this Section 3. If the Corporation exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in the Transfer Notice by the later of sixty (60) days after the delivery of the Transfer Notice to the Corporation or thirty (30) days after the date the transfer is determined to be bona fide (if University is required to provide additional information as provided in Section 3.2 above); provided, however, in the event the Transfer Notice provides for the payment for the shares of Stock other than in cash, the Corporation shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by University and the Corporation. 3.4. The foregoing notwithstanding, University may sell or otherwise assign, with or without consideration, any shares of Stock to any Permitted Transferee who shall thereafter be bound by the provisions of this Agreement. 3.5. All transferees of shares of Stock or any interest therein including any Permitted Transferee other than the Corporation shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Corporation) that they will receive and hold such shares of Stock or interests subject to the provisions of this Agreement, including the Right of First Refusal and upon thereby becoming a party to this Agreement shall have all of the rights of the University under this Agreement with respect to such shares. 3.6. The Right of First Refusal shall terminate at such time as a public market exists for the Corporation's Common Stock (or any other stock issued by the Corporation, or any successor, in exchange for the Stock). For the purpose of this Agreement, a "public market" shall be deemed to exist if (a) such stock is listed on a national securities exchange (as that term is used in the Securities Exchange Act of 1934) or (b) such stock is traded on the over-the-counter market and prices therefore are published daily on business days in a recognized financial journal.

  • Right of First Offer If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all of the Premises to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire to sell the Premises. L▇▇▇▇▇▇▇’s notice shall contain the general terms and conditions upon which Landlord is willing to sell the Premises, however, any such terms and conditions shall serve only as a basis for further negotiations and shall not be binding on either party unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and T▇▇▇▇▇. Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have thirty (30) days following the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.