Right of First Refusal or Option to Purchase Sample Clauses

A Right of First Refusal or Option to Purchase clause grants a specified party the opportunity to buy an asset, such as real estate or shares, before the owner can sell it to a third party. In practice, if the owner receives an offer from another buyer, they must first present the same terms to the holder of the right, who can then choose to match the offer and proceed with the purchase. This clause is commonly used to give existing stakeholders, such as tenants or business partners, priority in acquiring the asset, thereby preventing unwanted third parties from entering the arrangement and ensuring continuity or control over ownership.
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Right of First Refusal or Option to Purchase. Dealer hereby grants to Company the right to acquire all or substantially all of Dealer's assets used in the operation of its HUMMER(R) dealership. This right will become effective upon (1) Dealer submitting to Company a proposal for a change in Dealer Operator or (2) an unauthorized change in Dealer Operator or (3) Dealer submitting to Company a proposal for change in majority ownership or control or (4) an unauthorized change in ownership or (5) any attempt by Dealer to transfer or assign this Dealer Agreement or (6) Dealer's agreement to transfer all or substantially all of the assets used in its HUMMER(R) operations or (7) the issuance of either party to this Dealer Agreement of a termination notice pursuant to Section 24. Company may transfer or assign its rights pursuant to this Section 22.F to any party, provided that Company guarantees the full payment of the purchase price by the assignee.
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Right of First Refusal or Option to Purchase. 1) Creation and Coverage If a proposal is submitted by the Retailer under Article 20B, then the Franchisor has a right of first refusal or option to purchase as described under this Article 20C. If the Franchisor exercises its right or option, it will do so in the written decision on the Retailer's proposal. The Franchisor's right or option may be assigned to any party and the Franchisor will guarantee the full payment of the purchase price by the assignee. The Franchisor has the right to disclose the terms of the buy/sell agreement to any potential assignee. If the Retailer has entered into a bona fide written buy/sell agreement for its franchised business or principal assets, the Franchisor's right under this Article 20 is a right of first refusal, enabling the Franchisor to assume the buyer's rights and obligations under such buy/sell agreement, and to cancel this Agreement and all rights granted to the Retailer.
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Right of First Refusal or Option to Purchase. Subject to Section IX.A., the parties agree as follows:
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Right of First Refusal or Option to Purchase. HMA has entered into this Agreement to secure market representation at the location(s) identified herein. The vitality of HMA's authorized Dealer network and the effective sale and servicing of Hyundai Products nationwide is dependent upon the continued representation of HMA by its authorized Dealers at their approved location(s). Accordingly, DEALER agrees that in the event that HMA refuses to approve a transfer or sale of any ownership interest in the dealership, pursuant to paragraph 5, HMA will have the right of first refusal or an option to purchase the dealership assets, including any leasehold interest or realty, as provided herein.
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Right of First Refusal or Option to Purchase. 1. RIGHTS GRANTED If a proposal to sell the dealership's assets or transfer its ownership is submitted by DEALER to DISTRIBUTOR, or in the event of the death of the majority owner of DEALER, DISTRIBUTOR has a right of first refusal or option to purchase the dealership assets or stock, including any leasehold interest or realty. DISTRIBUTOR'S exercise of its right or option under this Section supercedes DEALER'S right to transfer its interest in, or ownership of, the dealership. DISTRIBUTOR'S right or option may be assigned by it to any third party and DISTRIBUTOR hereby guarantees the full payment to DEALER of the purchase price by such assignee. DISTRIBUTOR may disclose the terms of any pending buy/sell agreement and any other relevant dealership performance information to any potential assignee. DISTRIBUTOR'S rights under this Section will be binding on and enforceable against any assignee or successor in interest of DEALER or purchaser of DEALER'S assets. 2. EXERCISE OF DISTRIBUTOR'S RIGHTS DISTRIBUTOR shall have thirty (30) days from the following events within which to exercise its option to purchase or right of first refusal: (i) DISTRIBUTOR'S receipt of all data and documentation customarily required by it to evaluate a proposed transfer of ownership; (ii) DISTRIBUTOR'S receipt of notice from DEALER of the death of the majority owner of DEALER; or (iii) DISTRIBUTOR'S disapproving of any application submitted by an OWNER'S heirs pursuant to Section XIV. DISTRIBUTOR'S exercise of its right of first refusal under this Section neither shall be dependent upon nor require its prior refusal to approve the proposed transfer.
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Right of First Refusal or Option to Purchase. Subject to Article 15 hereof (regarding the Right of Succession) and without limiting the provisions of Article 5.2 of this Agreement in any way, should Dealer or its owners propose to sell or transfer Dealer's principal assets, or any majority ownership interests (whether equitable or voting) in Dealer, whether by transfer of any equity interests, grant of voting rights, merger, division, recapitalization, reorganization, sale of all or substantially all assets used in its Aston ▇▇▇▇▇▇ Operations or otherwise (any of the foregoing, an "Ownership Change"), Aston ▇▇▇▇▇▇ shall, in addition to any other right vested in it hereunder, have a right to purchase (herein, a "Right of First Refusal" and/or "Option to Purchase") such ownership interests or principal assets, including any leasehold interest or realty of the dealership, pursuant to this Article. (a) Dealer will not complete any Ownership Change prior to the expiration of the period in which Aston ▇▇▇▇▇▇ may exercise its Right of First Refusal hereunder without Aston Martin's express prior written approval. (b) Should Aston ▇▇▇▇▇▇ choose to exercise its Right of First Refusal, it must do so in writing within sixty (60) days of the date that Aston ▇▇▇▇▇▇ receives written notice of the proposed Ownership Change and all information necessary for Aston ▇▇▇▇▇▇ to evaluate the proposed transfer. If Aston ▇▇▇▇▇▇ exercises its Right of First Refusal, such exercise shall supersede any other right Dealer may have to transfer or otherwise dispose of its stock or assets. Aston ▇▇▇▇▇▇ may assign the foregoing right to any person selected by Aston ▇▇▇▇▇▇ in its sole discretion, subject to Aston Martin's guaranty to the Dealer's owners of collection of the full amount of the purchase price. Aston Martin's rights under this Article shall be binding upon and enforceable against any assignee or successor-in-interest of Dealer or purchaser of Dealer's assets or ownership interests. (c) If Dealer has entered into a bona fide written agreement with a qualified candidate for an Ownership Change, Aston ▇▇▇▇▇▇ shall have the right, but not the obligation, under this subparagraph to (i) assume the prospective purchaser's rights and obligations under such agreement, or (ii) nominate, in its sole discretion, an alternative purchaser who will purchase such ownership interest or principal assets on terms and conditions identical to those contained in the Dealer's agreement. The purchase price and other terms of sale shall be those ...
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Right of First Refusal or Option to Purchase. (1) Creation and Coverage If a proposal is submitted by Dealer under Article ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ has a right of first refusal or option to purchase the dealership assets under this Article 18C. If Franchisor exercises its right or option, it will do so in the written decision on Dealer's proposal. Franchisor's right or option may be assigned to any party and Franchisor will guarantee the full payment of the purchase price by the assignee. Franchisor has the right to disclose the terms of the buy/sell agreement to any potential assignee. If Dealer has entered into a bona fide written buy/sell agreement for its dealership business or assets, Franchisor's right under this Section is a right of first refusal, enabling Franchisor to assume the buyer's rights and obligations under such buy/sell agreement and cancel this Agreement and all rights granted Dealer. In the absence of a bona fide written buy/sell agreement, Franchisor has the option to purchase the principal assets of Dealer utilized in the dealership business, other than real property, and cancel this agreement and all rights granted Dealer. Real property will be included only if the Franchisor and Dealer agree. If Franchisor exercises its right or option, the fee described in Article 18B(2) will be refunded if the person proposed by Dealer as replacement dealer operator or owner satisfies the Dealer Selection Criteria. Franchisor's rights under this Article 18C will be binding on and enforceable against any assignee or successor in interest of Dealer or purchaser of Dealer's assets.
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Right of First Refusal or Option to Purchase. (1) Creation and Coverage If a proposal is submitted by Retailer under Article 1913, DMW has a right of first refusal or option to purchase the Retailer assets under this Article 19C. If DMW exercises its right or option, it will do so in the written decision on Retailer's proposal. DMW's right or option may be assigned to any party and DMW will guarantee the full payment of the purchase price by the assignee. DMW has the right to disclose the terms of the buy/sell agreement to any potential assignee. If Retailer has entered into a bona fide written buy/sell agreement for its Retailer business or assets, DMW's right under this Article is a right of first refusal enabling DMW to assume the buyer's right and obligations under such buy/sell agreement and cancel this Agreement and all rights granted Retailer. In the absence of a bona fide written buy/sell agreement, DMW has the option to purchase the principal assets of Retailer utilized in the Retailer business, other than real property, and cancel this agreement and all rights granted Retailer. Real property will be included only if DMW and Retailer agree. If DMW exercises its right or option, the fee described in Article 1913(2) will be refunded if the person proposed by Retailer as replacement Retailer operator or owner satisfies the Retailer Selection Criteria. DMW's rights under this Article 19C will be binding on and enforceable against any assignee or successor in interest of Retailer or purchaser of Retailer's assets. If DMW declines to exercise its right of first refusal or option to purchase under this Article 19C, DMW retains its right, in accordance with Article 1913, to decline the proposed change in ownership or transfer of the Retailer's business, and to terminate this Agreement in accordance with Article 2OA(4) in the event of a change or transfer without its approval.
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Right of First Refusal or Option to Purchase 
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Related to Right of First Refusal or Option to Purchase

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • 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.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • 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.

  • 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.