Right of First Clause Samples
The Right of First clause grants a party the priority opportunity to accept or refuse a specific offer before the offer is extended to others. In practice, this often applies to situations such as the sale of property, shares, or other assets, where the holder of the right must be notified and given a chance to match or better any third-party offer. This clause ensures that the holder is not bypassed in favor of outside parties, thereby protecting their interests and providing a clear process for handling potential transactions.
Right of First. Refusal If at any time during the term of this Sublease, Sublessor desires to sublease any other space Sublessor has remaining under the Main Lease, and receives a bona fide offer from a third party that Sublessor is willing and proposes to accept, Sublessor shall give sublessee the right of first refusal to sublease such space an terms and conditions not less favorable to Sublessee than those contained in the bond fide offer. Upon receipt of such offer (which can be a letter of intent), Sublessor shall immediately notify Sublessee in writing of the rental price and terms of the bona fide offer along with the name and address of the offeror and Sublessee shall have five (5) business days within which to elect to exercise its right to sublease the space. If, during this five (5) day period, Sublessee elects to sublease the space, Sublessee shall so notify Sublessor in writing and the parties shall execute a sublease of the space within ten (10) business days immediately following the expiration of the five (5) day option period. Should Sublessee fail to notify Sublessor in writing during the five (5) day option period, then Sublessor may sublease to the third party at the rental price and on the terms set forth in the bona fide offer. 12. General
(a) This Sublease embodies the entire agreement between the parties hereto relative to the subject matter hereof and shall not be modified, changed, or altered in any respect except in writing.
(b) The covenants agreements, and obligations herein contained shall extend to, bind, and inure to the benefit not only of the parties hereto but their successors and assigns; and where more than one party shall be Sublessor under this Sublease, the word "Sublessor" whenever used in this Sublease shall be deemed to include all such parties jointly and severally.
(c) Whenever under this Sublease, a provision is made for notice of any kind, such notice shall be in writing and signed by or on behalf of the party giving or making the same, and it shall be deemed sufficient notice and service thereof if such notice is sent by registered or certified mail, postage prepaid, to the address furnished for such purpose. Copies of any notices to the Sublessee shall also be sent to (1) Coca-Cola Enterprises Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇, Real Estate Manager, and (2) Coca-Cola Enterprises Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇.
Right of First. Refusal In the event Licensor receives an offer from any third party to license or commercialize a New Development (an "Outside Offer"), Licensee shall enjoy a right of first refusal (the "Right of First Refusal") as follows: Licensor shall not accept any Outside Offer unless (i) Licensor has first provided the Outside Offer in writing to Licensee; and (ii) Licensee is provided a period of thirty (30) days from its receipt of the Outside Offer to evaluate the Outside Offer (the "Evaluation Period"). If Licensor receives from Licensee before expiration of the Evaluation Period a written offer that meets each of the terms of the Outside Offer or is more advantageous to Licensor than the Outside Offer (a "Qualifying Licensee Offer"), then Licensor shall either (a) reject the Outside Offer, or (b) accept the Qualifying Licensee Offer. Licensor shall not be obligated to accept the Qualifying Licensee Offer (in which event, the Licensor shall not accept the Outside Offer). If a Qualifying Licensee Offer is not received within the Evaluation Period, then the Right of First Refusal shall expire, and Licensor shall be free to accept the Outside Offer.
Right of First. Refusal Upon Issuance of Securities by the Company. -----------------------------------------------------------------
Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shal...
Right of First. OFFER Warburg and the Investors will grant to the Company (or an affiliate thereof) a right of first offer with respect to any proposed sales by them of Shares. Reasonable and customary procedures concerning this right of first offer will be set forth in the Shareholders Agreement.
Right of First. Refusal Tenant shall be granted an ongoing right of first ---------------------- refusal on any space that is to be rented in the Building or becomes vacant over the term of the lease. Landlord shall provide Tenant notice of the availability of space not more than one hundred eighty (180) days nor less than forty-five (45) days prior to the date such space will be available for occupancy, which notice shall specify the date such space will be available for occupancy, and Tenant shall provide notice within ten (10) business days from the date it receives Landlord's notice to accept or decline the space. If Tenant provides notice to accept the space, which notice shall be binding, Tenant shall take possession of the space when it is made available for occupancy, with a term to be coterminous with Tenant's existing lease provided a minimum of twenty-four (24) months remains on Tenant s existing lease. The rental rate for such space shall be fixed at the Market Rate at the time Tenant accepts the space. "Market Rate" shall mean the rent that third parties are paying at the time for comparable space in the Raleigh area, and which shall take into account improvements allowances, free rent, base year expense stops, and other terms and incentives offered to such third parties. If Landlord does not receive Tenant's notice within the ten (10) day period or Tenant declines to accept the space, Tenant's right of first refusal shall be null and void and Landlord may lease the space to another tenant in Landlord's sole discretion, provided that if such space again becomes available to be rented or vacant after six (6) months, Tenant's right of first refusal shall again apply.
Right of First. Refusal For a period of 2 years from Closing, provided the entire Offering amount is subscribed and both tranches close, the Issuer will grant to the Purchasers a right of first refusal to participate on the same terms in any financing conducted by providing 5 days advance notice of the terms of such proposed financing. Additional definitions In the Subscription Agreement, the following words have the following meanings unless otherwise indicated:
Right of First. Refusal Contract faculty members who have successfully taught for a minimum of 0.75 FTE have the right to be offered courses that become available as contract work for which the contract instructor is qualified.
Right of First. REFUSAL LESSOR hereby grants to LESSEE a right of first refusal to purchase 44 Hunt Street, W▇▇▇▇▇▇▇▇, Massachusetts 02472 (the "Property"), exercisable during the term of this Lease, but subordinated to any right of first refusal given to Radiation Monitoring Devices, Inc. If LESSOR receives a bona fide offer to purchase from a third party, LESSOR shall provide LESSEE with written notice thereof together with a true and correct copy of the buyer executed offer to purchase. LESSEE shall have a period of fifteen days following receipt of such notice in which to elect to purchase the Property on the same terms and conditions whereupon LESSEE shall enter into a purchase contract with LESSOR on such terms. If LESSEE does not elect to purchase as aforesaid and the underlying sale does not occur, or if the terms change from the terms presented to LESSEE, this right of first refusal provision shall remain in effect.
Right of First. REFUSAL (a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer. Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers. The other Partner shall have the right of first refusal and privilege of purchasing the Assigning Partner's interest in the Partnership at the price offered by notifying the Assigning Partner in writing as soon as possible but in all events within sixty (60) days of the Assigning Partner's notice of the offer that it will purchase the Assigning Partner's interest for the amount specified in such offer and upon all the other terms and conditions contained in such offer provided that to the extent that the third party offer contains a term(s) which is reasonably incapable of performance by the other Partner, then the Partners will thereafter negotiate in good faith to substitute a payment obligation therefore reasonably reflecting the value to the Assigning Partner of said term(s). If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.