Permitted Transfer Following Right of First Refusal Clause Samples

The 'Permitted Transfer Following Right of First Refusal' clause defines the circumstances under which a party may transfer their interest in an asset or agreement after complying with a right of first refusal process. Typically, this means that if the original holder of the right of first refusal declines to match a third-party offer, the owner is then allowed to proceed with the transfer to that third party, provided the terms are substantially the same as those offered to the holder. This clause ensures that the right of first refusal is respected while still allowing the owner flexibility to complete a transfer if the right is not exercised, thereby balancing the interests of both parties and preventing unnecessary restrictions on transfers.
Permitted Transfer Following Right of First Refusal. If all of the Purchased Shares identified in the Purchaser Notice of Right of First Refusal are not purchased by the Corporation and/or the Other Purchaser prior to the 25th day subsequent to the expiration of the Purchaser Exclusive Option Period, then all of such Purchased Shares (including any shares for which a proper tender was made) may be transferred by the Selling Purchaser at any time during the ensuing 30 days (10 days in the case of a market transaction) at any price (in the case of a market transaction) or, in the case of a non-market transaction, in strict conformity with the Purchaser Offered Terms (or on terms more favorable to the Selling Purchaser) set forth in the Purchaser Notice of Right of First Refusal.
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Permitted Transfer Following Right of First Refusal. If all --------------------------------------------------- of the Stock identified in the Notice of Right of First Refusal is not purchased by the Corporation and/or the Assignee(s) prior to the thirty-sixth day subsequent to the First Refusal Notice Date, then all of such Stock (including any Stock for which a proper tender was made) may be transferred by the Shareholder at any time during the ensuing thirty days in strict conformity with the Offered Terms set forth in the Notice of Right of First Refusal; provided, however, the purchaser(s) of such Stock must execute a written acknowledgment that he or she or they have become a Shareholder as if he or she or they had been original signatory parties to this Agreement and that he or she or they agree to be bound by the terms of this Agreement applicable to Shareholder.
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Permitted Transfer Following Right of First Refusal. If all of the Stock identified in the Notice of Right of First Refusal is not elected to be purchased in the five business day time period specified above or, if so elected, is not purchased as required on or prior to the 25th day subsequent to the delivery of the final Purchase Notice (it being agreed that the Purchasers shall be entitled to purchase all of the remaining Offered Shares to be acquired by the Shareholders Representatives if and to the extent that Purchasers are not provided, at least three business days prior to the Closing Date, with reasonable evidence that the Shareholders Representatives have deposited in escrow the full cash purchase price the Common Stock to be acquired by them or otherwise established a reasonably acceptable guarantee of payment therefor), then all of such Stock (including any Stock for which a proper tender was made) may be transferred by the Selling Shareholder at any time during the ensuing 30 days (10 days in the case of a market transaction) at any price (in the case of a market transaction) or, in the case of a non-market transaction, in strict conformity with the Offered Terms (or on terms more favorable to the Selling Shareholder) set forth in the Notice of Right of First Refusal (it being agreed that the identity of any purchaser in a non-market transaction may not be changed without submission of a new Notice of Right of First Refusal). Nothing herein shall limit the rights of any Selling Shareholder, the Shareholders Representatives or either Purchaser relating to any breach by any other party hereto.
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Permitted Transfer Following Right of First Refusal. If all of the Stock identified in the Notice of Right of First Refusal is not elected to be purchased in the five business day time period specified above or, if so elected, is not purchased as required on or prior to the 25th day subsequent to the delivery of the final Purchase Notice (it being agreed that the Purchasers shall be entitled to purchase all of the remaining Offered Shares to be acquired by the Shareholders Representatives if and to the extent that Purchasers are not provided, at least three business days prior to the Closing Date, with reasonable evidence that the Shareholders Representatives have deposited in escrow the full cash purchase price the Common Stock to be acquired by them or otherwise established a reasonably
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Related to Permitted Transfer Following Right of First Refusal

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • 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.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • 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.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.