Right of First Offer Clause Samples
The Right of First Offer clause grants a party the opportunity to negotiate for an asset or interest before the owner offers it to third parties. In practice, if the owner decides to sell or transfer the asset, they must first notify the holder of the right, who then has a specified period to make an offer or negotiate terms. This clause helps ensure that the holder has a priority position in acquiring the asset, thereby protecting their interests and potentially preventing unwanted third-party involvement.
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Right of First Offer. Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. ▇▇▇▇▇▇▇▇’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.
Right of First Offer. (i) Subject to Sections 3 and 4(a), if at any time a Holder or Group of Holders proposes to Transfer any outstanding shares of capital stock of the Corporation to any Person other than a Permitted Transferee, such Holder (the “Offering Holder”) shall deliver to ▇▇▇ and ▇▇▇▇▇ written notice (the “Offer Notice”), setting forth such Offering Holder’s intention to effect such a Transfer, the number of shares of capital stock proposed to be Transferred (the “Offered Securities”), the proposed purchase price therefor (the “First Offer Price”), and the other material terms and conditions of the proposed Transfer, and (A) in the case of a ▇▇▇▇▇ ▇▇▇▇▇▇, offering ▇▇▇ the right to purchase the Offered Securities, and (B) in the case of a ▇▇▇ ▇▇▇▇▇▇, offering ▇▇▇▇▇ the right to purchase the Offered Securities, in each case in accordance with the terms set forth in this Section 4(b).
(ii) ▇▇▇ or ▇▇▇▇▇, as applicable, shall have the option to purchase, at the First Offer Price and otherwise on the terms and conditions described in the Offer Notice, all of the Offered Securities, and shall, within five (5) Business Days from receipt of the Offer Notice, send irrevocable written notice (a “ROFO Acceptance Notice”) to the Offering Holder indicating whether it has accepted the offer in the Offer Notice. For the avoidance of doubt, ▇▇▇ or ▇▇▇▇▇, as applicable, shall be deemed to have waived its right to purchase the Offered Securities if he fails to deliver a ROFO Acceptance Notice within the time period prescribed in this Section 4(b)(ii).
(iii) If ▇▇▇ or ▇▇▇▇▇, as applicable, do not elect to purchase all of the Offered Securities, then, subject to Section 4(c), the Offering Holder shall be free for a period of six (6) months from the date the ROFO Acceptance Notice was due to be sent to the Offering Holder to Transfer the Offered Securities to any other Person so long as such transfer is in compliance with Section 4(c) for a price not less than the First Offer Price and on terms and conditions not less favorable to the Offering Holder in the aggregate than those set forth in the Offer Notice. Any shares of capital stock of the Corporation not so Transferred shall continue to be subject to the provisions of this Section 4(b).
Right of First Offer. 3.2.1 Neurologix shall not proceed with any Proposed Transaction without first giving the Transaction Notice (as defined below) to Medtronic with respect thereto and complying with the terms of this Section.
3.2.2 Within ten (10) days after receipt of an offer or a determination referenced in the definition of a Proposed Transaction, Neurologix shall deliver to Medtronic written notice of such offer or such determination (the "Transaction Notice"). The Transaction Notice shall set forth, as applicable, the name of the offeror and the material terms and provisions of such offer or, in the case of a determination, the material terms and provisions upon which Neurologix would be willing to enter into any such transaction.
3.2.3 During the sixty (60) days following Medtronic's receipt of the Transaction Notice with respect to any Proposed Transaction (the "Negotiation Period"), Neurologix shall negotiate in good faith exclusively with and provide information exclusively to Medtronic regarding the terms for entering into the Proposed Transaction with Medtronic. During the Negotiation Period, Neurologix shall not solicit offers from, negotiate with, provide information to or enter into any agreement with any Third Party regarding the Proposed Transaction. Without limiting the generality of the foregoing, during the Negotiation Period, Neurologix may not take any action to impair Neurologix's ability to consummate a Proposed Transaction with Medtronic.
3.2.4 If Medtronic and Neurologix fail to reach a mutual agreement upon the terms and provisions of a Proposed Transaction during the Negotiation Period, then Neurologix shall have one hundred twenty (120) days from the expiration of the Negotiation Period in which to negotiate and enter into definitive agreements for the Proposed Transaction with the Person whose bona fide offer was described in Neurologix Transaction Notice (with respect to a Proposed Transaction offer) or with any Third Party (with respect to a Proposed Transaction determination); provided, that Neurologix shall not enter into any such definitive agreements unless Neurologix's board of directors has determined conclusively in good faith that the terms and conditions of such definitive agreements are (i) more favorable to Neurologix than the terms and conditions, if any, proposed by Medtronic during the Negotiation Period and (ii) no less favorable to Neurologix than the terms and conditions set forth in the Transaction Notice. If Neurologix fail...
Right of First Offer. If any Class A Member or Class B Member (a “Transferring Member”) desires to Transfer all or any portion of its Class A Membership Interest or Class B Membership Interest, as applicable (the “Specified Interest”), to any Third Party Purchaser, such Transferring Member shall first give notice thereof (the “Offer Notice”) to the other Class A Members and Class B Members (the “Non-Transferring Members”), specifying the price (the “Specified Price”) and other terms (the “Specified Terms”) at and on which such Transferring Member is willing to sell the Specified Interest. The delivery of the Offer Notice by the Transferring Member to the Non-Transferring Members shall constitute an offer by the Transferring Member to negotiate in good faith to sell to the Non-Transferring Members the Specified Interest at the Specified Price upon the Specified Terms. The Non-Transferring Members shall each have 30 Business Days (the “Acceptance Period”) from and including the date it receives the Offer Notice to accept such offer, which acceptance shall be in the form of a written notice (the “Acceptance Notice”) to the Transferring Member. Each Non-Transferring Member wishing to accept such offer (each, an “Accepting Member”) shall thereafter negotiate in good faith with the Transferring Member. If more than one Non-Transferring Member shall wish to purchase the Specified Interest, each such Non-Transferring Member shall be entitled to purchase a proportionate share of the Specified Interest on the basis of its Aggregate Percentage
Right of First Offer. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.4, the term “Major Investor” includes any general partners and affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (including, without limitation, any unit of debt or equity securities) (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:
(a) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares.
(b) By written notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by such Investor bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Major Investor that elects to purchase all the shares available to it (a “Fully-Exercising Major Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Major Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Common Stock held by such Fully-Exercising Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the number of shares ...
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). Each such Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.
(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.
(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all the Major Investors. At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable ...
Right of First Offer. (a) Other than Prohibited Transfers, if at any time after the Lock Up Period a Shareholder desires to Transfer other than pursuant to any Permitted Transfer, such Transfer shall be permitted only if such Shareholder (the “RFO Offeror”) fully complies with the terms of this Section 3.3; provided that the provisions of this Section 3.3 shall not apply to Permitted Transfers.
(b) The RFO Offeror shall, prior to the Transfer of any Ordinary Shares to which this Section 3.3 applies, give written notice (“RFO Notice”) to each other Shareholder (each, an “RFO Offeree”), setting forth (i) the number of Ordinary Shares proposed to be disposed of (the “RFO Ordinary Shares”), (ii) the proposed purchase price per RFO Ordinary Share, and payment and other material terms and conditions and (iii) an irrevocable offer to sell to the RFO Offeree(s) the RFO Ordinary Shares set forth in the RFO Notice at the same price per Ordinary Share and on the same terms and conditions as set forth therein.
(c) The RFO Offeree(s) collectively shall have the right to purchase (the “Right of First Offer”), any or all of the RFO Ordinary Shares by delivering a written notice (the “RFO Exercise”) of exercise of the Right of First Offer to the RFO Offeror within 20 (twenty) Business Days from the date of delivery of the RFO Notice (the “RFO Response Period”), irrevocably stating therein such portion of the RFO Ordinary Shares as shall be purchased, collectively, by the RFO Offeree(s) and/or one or more wholly-owned Affiliates thereof and the proportion thereof to be purchased by each RFO Offeree (or such Affiliate(s)). Each RFO Offeree shall have the right, but shall not be required, to purchase (or cause its wholly-owned Affiliate(s) to purchase) such RFO Offeree’s pro rata share (based on the number of Ordinary Shares held by such RFO Offeree as a proportion of the number of Ordinary Shares held by all RFO Offerees). To the extent any RFO Offeree does not wish to purchase (or cause its wholly-owned Affiliate(s) to purchase) all of its pro rata portion of RFO Ordinary Shares, all of such remaining RFO Ordinary Shares (the “Remaining RFO Ordinary Shares”) shall immediately be re-offered by the RFO Offeror to the other RFO Offeree(s) (or if there is more than one other RFO Offeree, in the proportion (as nearly as may be) to the number of Ordinary Shares held by them inter se), and such other RFO Offeree(s) may accept by delivery to the RFO Offeror of an RFO Exercise in respect of the relevant...
Right of First Offer. (i) If Seller resizes the Project due to Permit Failure, then for a period of three (3) years from the date on which Seller Notifies Buyer of the Contract Capacity Commitment (“Exclusivity Period”), neither Seller, its successors and assigns, nor its Affiliates shall enter into an obligation or agreement to sell or otherwise transfer any Products from the Project in excess of the Contract Capacity Commitment, up to the Contract Capacity set forth in the Cover Sheet, to any third party, unless Seller first offers, in writing, to sell to Buyer such Products from the Project on the same terms and conditions as this Agreement, subject to permitted modifications identified in subpart (ii) below, (the “First Offer”) and Buyer either accepts or rejects such First Offer in accordance with the provisions herein.
(ii) If Buyer accepts the First Offer, Buyer shall Notify Seller within thirty (30) days of receipt of the First Offer subject to Buyer’s management approval and CPUC Approval (“Buyer’s Notice of First Offer Acceptance”), and then the Parties shall have not more than ninety (90) days from the date of Buyer’s Notice to enter into a new power purchase agreement, in substantially the same form as this Agreement, or amend this Agreement, subject to CPUC Approval, if necessary; provided that the Contract Price may only be increased to reflect Seller’s documented incremental costs in overcoming the Permit Failure.
(iii) If ▇▇▇▇▇ rejects or fails to accept Seller’s First Offer within thirty (30) days of receipt of such offer, Seller shall thereafter be free to sell or otherwise transfer, and to enter into agreements to sell or otherwise transfer, any Products from the Project to any third party, so long as the material terms and conditions of such sale or transfer are not more favorable to the third party than those of the First Offer to Buyer. If, during the Exclusivity Period, Seller desires to enter into an obligation or agreement with a third party, Seller shall deliver to Buyer a certificate of an authorized officer of Seller (A) summarizing the material terms and conditions of such agreement and (B) certifying that the proposed agreement with the third party will not provide Seller with a lower rate of return than that offered in the First Offer to Buyer. If Seller is unable to deliver such a certificate to Buyer, then Seller may not sell or otherwise transfer, or enter into an agreement to sell or otherwise transfer, the Products from the Project without fi...
Right of First Offer. If there is no continuing Event of Default by Tenant and the Tenant is occupying the Premises and has not otherwise assigned or sublet all or any portion of the Leased Premises, then Tenant shall have a Right of First Offer (“ROFO”) to lease the office suite in the building known as Suite 157 (the “Suite”) located adjacent to the Premises. Commencing upon execution of the Lease and expiring twenty-four (24) months prior to the expiration of the Term, Landlord shall notify Tenant of such space becoming available and Tenant shall have ten (10) days after such notification to notify Landlord that Tenant elects to lease such space. if Tenant fails to deliver notice to Landlord of its election to exercise the ROFO, Tenant shall be deemed to have elected not to exercise the ROFO. The base rent, terms and conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease the Suite, Landlord shall notify Tenant, and Tenant shall have the right to lease the Suite on the same terms as the Premises, with alignment of the Suite lease terms with the Premises lease terms. [The rest of this page intentionally left blank. Signatures on the next page]
Right of First Offer. Provided that (a) there is no ongoing Event of Default, and (b) Ocular Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and at the time the Right of First Offer Space (as hereinafter defined) is to be added to the then current Premises, subject to the rights of other tenants in the Building and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), Tenant shall have a one-time right (the “Right of First Offer”) to lease approximately 18,417 rentable square feet of space in the 36 ▇▇▇▇▇▇ Building located directly across the main lobby from the 36 ▇▇▇▇▇▇ Premises as shown on Exhibit E attached hereto (the “Right of First Offer Space”) at such time as Landlord desires to offer the Right of First Offer Space to the public for lease. In such event, Landlord shall give written notice to Tenant of the availability of the Right of First Offer Space and the terms and conditions on which Landlord intends to offer it to the public and Tenant shall have a period of ten (10) business days thereafter in which to exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and conditions contained in Landlord’s notice, failing which Landlord may lease the Right of First Offer Space to any third party on whatever basis Landlord desires, and Tenant shall have no further rights with respect to the Right of First Offer Space. If Tenant exercises its Right of First Offer hereunder, effective as of the date that Landlord delivers the Right of First Offer Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of this Lease, except as set forth in Landlord’s notice and as follows: