Right of First Refusal Tail Financing Clause Samples

The Right of First Refusal (ROFR) and Tail Financing clause grants a party, typically an investor, the opportunity to accept or decline an offer to participate in future financings before the company can offer those terms to outside parties. In practice, this means that if the company seeks additional funding, it must first present the terms to the existing investor, who can choose to match the offer or let the company proceed with new investors. The 'tail' aspect ensures this right continues for a specified period even after the investor's initial involvement ends. This clause primarily protects investors by giving them priority access to future investment opportunities and helps maintain their ownership percentage, while also providing the company with a clear process for securing additional capital.
Right of First Refusal Tail Financing 
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  • Right of First Refusal (a) Except for Transfers permitted by Section 11.2, no Member (for the purposes of this Section, a “Selling Member”) may Transfer all or any portion of its Interest to any Person, unless the Selling Member first provides a written offer notice (an “Offer Notice”) to the other Member (for the purposes of this Section, the “Notified Member”) stating that the Selling Member desires to Transfer all or a portion of its Interest, designating the specific portion of the Interest (the “Offered Interest”) that the Selling Member desires to Transfer and specifying the proposed purchase price (the “Offered Price”) and all of the other proposed terms and conditions of the proposed Transfer of the Offered Interest with reasonable specificity (the “Offered Terms”). (b) The Notified Member shall have the right and option, but not the obligation, for a period of sixty (60) days after its receipt of the Offer Notice, to exercise its option and elect to purchase all, but not less than all, of the Offered Interest for the Offered Price and on the Offered Terms. Any such election and exercise shall be made by providing written notice of such election to the Selling Member within such sixty (60) day period. (c) If the Notified Member timely elects to purchase the Offered Interest, the parties shall close and consummate the sale of the Offered Interest for the Offered Price and on the Offered Terms on the later of (i) thirty (30) days after the Notified Member provides written notice of its election to purchase the Offered Interest, and (ii) twenty (20) days after the receipt of all required consents and approvals, if any, with respect to such Transfer. If the Notified Member does not elect to purchase the Offered Interest or the Notified Member fails to close and consummate the purchase thereof within the time period specified above, the Selling Member may Transfer all, but not less than all, of the Offered Interest to any third-party purchaser during the later of (1) the ninety (90) day period after the expiration of the above-described exercise period, or (2) if the Notified Member elects to purchase but fails to close within the time period specified above, the ninety (90) day period after the expiration of such period, but only for consideration that is greater than or equal to the Offered Price and on the Offered Terms, and otherwise in accordance with the terms and conditions for a transfer of Interest provided in this Agreement (including those set forth in Section 11.3); provided, that if the failure to close the purchase by the Notified Member is due to the fault or breach by the Selling Member, then the Selling Member shall have no right to Transfer the Offered Interest to any third-party purchaser; provided, further that any attempted Transfer to a third-party purchaser for a price less than the Offered Price or on terms more favourable than the Offered Terms shall be null and void and shall not be recognized by the Company. If the Selling Member does not complete a Transfer of the Offered Interest in accordance with the terms described above within the foregoing ninety (90) day period, the right of the Selling Member to Transfer to a third-party purchaser shall terminate and the Selling Member shall again afford the Notified Member the purchase rights in this Section 8.7 with respect to any offer to Transfer or otherwise dispose of all or any portion of the Offered Interest or any other Interest held by the Selling Member.

  • 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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.