Right of First Offer and First Refusal Clause Samples

The Right of First Offer and First Refusal clause gives a party the priority opportunity to negotiate or accept terms before the asset or interest is offered to others. In practice, if the owner wishes to sell or transfer an asset, they must first present the terms to the holder of this right, who can then choose to proceed with the transaction or decline. This clause ensures the holder has a chance to maintain their interest or control in the asset, preventing unwanted third-party involvement and providing predictability in future transactions.
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Right of First Offer and First Refusal. If, at any time during the Term Licensee desires to sell the System to a third party, Licensee shall first offer to sell the System to the Judicial Council (“First Offer Notice”). The Judicial Council shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to Licensee to purchase the System. If the Judicial Council fails to make an offer within the sixty (60) calendar day period, Licensee shall have the right to sell the System to a third party. If, at any time during the Term, Licensee receives a bona fide offer from any person or entity other than a parent or subsidiary of Licensee to purchase all or any part of the System, which offer Licensee would accept, Licensee shall, before accepting such offer, (i) send to the Judicial Council a true copy of the proposed offer; (ii) notify the Judicial Council of the intention of Licensee to accept the offer if the System is not purchased by the Judicial Council (“First Refusal Notice”), and (iii) offer the System for sale to the Judicial Council under the same terms and conditions in the proposed offer. The Judicial Council shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify Licensee it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary Judicial Council authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.
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Right of First Offer and First Refusal. 29 12.1. Right of First Offer and First Refusal. 29
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Right of First Offer and First Refusal. 24 13. DEFAULTS AND REMEDIES 25 14. EARLY TERMINATION 30 15. GENERAL TERMS AND CONDITIONS 32 16. OTHER TERMS AND CONDITIONS 35
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Right of First Offer and First Refusal. If, at any time during the Term LICENSEE desires to sell the System to a third party, LICENSEE shall first offer to sell the System to HOST (“First Offer Notice”). HOST shall have sixty (60) calendar days after receipt of the First Offer Notice to submit an offer to LICENSEE to purchase the System. If HOST fails to make an offer within the sixty (60) calendar day period, LICENSEE shall have the right to sell the System to a third party. If, at any time during the Term, LICENSEE receives a bona fide offer from any person or entity other than a parent or subsidiary of LICENSEE to purchase all or any part of the System, which offer LICENSEE would accept, LICENSEE shall, before accepting such offer, (i) send to the DGS and HOST a true copy of the proposed offer; (ii) notify the DGS and HOST the intention of LICENSEE to accept the offer if the System is not purchased by HOST (“First Refusal Notice”), and (iii) offer the System for sale to HOST under the same terms and conditions in the proposed offer. HOST shall have sixty (60) calendar days after receipt of the proposed offer and First Refusal Notice to notify LICENSEE it will purchase the System on the terms and conditions in the proposed offer, subject to obtaining the necessary HOST authorizations. For purposes of this section the sale of the System includes the sale of 50% or more of the stock or ownership interest of any entity that owns, directly or indirectly, the System.‌
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Right of First Offer and First Refusal. The Sublessee shall have the right to request the Sublessor to exercise its right of first offer or right of first refusal on the terms and conditions set forth in Section 13.1 and 13.2 of the Participation Agreement and the Sublessor agrees, if requested by the Sublessee, to take all commercially reasonable efforts to assist the Sublessee in exercising such rights; provided however, that the Sublessor shall not be obligated to take any action until it shall have received such indemnity, security or undertaking for costs from the Sublessee as it may reasonably require for all costs, claims, losses and expenses and liabilities to the Financing Parties or any other Person which it will or may reasonably be expected to expend or incur in connection with such exercise of the right of first offer or right of first refusal.
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Right of First Offer and First Refusal. Notwithstanding the provisions of that certain letter agreement, dated March 6, 2015, among the Company, the Seller, the Parent and the Lender pursuant to which certain rights of first offer and first refusal were granted to the Lender, the Lender hereby agrees that in the event that the Lender has not delivered any notice of unilateral extension in accordance with the definition thereof on or prior to January 9, 2018 with respect to an extension of the Commitment Termination Date to August 31, 2018, then (a) the provisions of Section 1(a) of such letter agreement shall not apply and none of the Company, the Seller or the Parent shall be obligated to comply therewith and (b) the “Review Period” with respect to any “Proposed Financing Notice” (each as defined in Section 1(b) of such letter agreement) relating to any refinancing of the Collateral shall be reduced to five (5) Business Days.
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Right of First Offer and First Refusal. [Provision to be inserted if not in a separate document.]
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Related to Right of First Offer and First Refusal

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.

  • 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.

  • 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.