Right of First Refusal or Contract Approval Sample Clauses

The Right of First Refusal or Contract Approval clause grants a party the opportunity to review and potentially accept or reject a proposed contract or transaction before it is finalized with a third party. In practice, this means that if one party wishes to sell an asset, enter into a new agreement, or transfer rights, the other party must be given the chance to match the terms or approve the contract before it proceeds. This clause is commonly used in business partnerships, real estate, or intellectual property agreements to give existing stakeholders control over new entrants or changes. Its core function is to protect the interests of the party holding the right by preventing unwanted transfers or agreements that could affect their position or relationship.
Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate.
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Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 387 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right 388 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the 389 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. 390 Seller must promptly notify ▇▇▇▇▇ in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this 391 Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate.
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Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve 388 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right 389 of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the 390 right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect.
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Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490
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Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property,
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Right of First Refusal or Contract Approval. [Section intentionally deleted].
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Related to Right of First Refusal or Contract Approval

  • 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.

  • 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.