Transfer Restrictions; Right of First Refusal Clause Samples
The "Transfer Restrictions; Right of First Refusal" clause limits a party’s ability to transfer or sell their interest in an asset, such as shares or property, by requiring them to first offer those interests to specified parties—often the company or other stakeholders—before selling to outsiders. In practice, if a shareholder wishes to sell their shares, they must notify the company or other shareholders, who then have the option to purchase the shares on the same terms as the proposed third-party sale. This clause’s core function is to maintain control over ownership changes, prevent unwanted third parties from acquiring interests, and protect the existing group’s cohesion or strategic interests.
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Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company shall first, to the extent the Company’s approval is required by any applicable Bylaw Provisions, have the right to approve such sale or transfer, in full or in part, and shall then have the right to purchase all or any part of the Shares proposed to be sold or transferred, in each case, in its sole and absolute discretion (the “Right of First Refusal”). If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the same terms and conditions set forth in this Section 3(b). The Company may either (1) exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this Section 3(b), (2) decline to exercise its Right of First Refusal in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part or (3) decline to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required by any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part.
Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”) [and the Company shall have the right to approve such transfer, in its sole and absolute discretion]. If the Holder would like to transfer any Shares the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b) [or][,]
Transfer Restrictions; Right of First Refusal. (a) Before any Stock (the "Offered Shares") may be sold or transferred by any Stockholder (the "Selling Stockholder"), the Selling Stockholder shall deliver a notice by certified mail (the "Sale Notice") to the principal business office of the Company and to each of the Purchaser Holders (and, if necessary in order to comply with Section 4, the other Stockholders) stating (i) the Selling Stockholder's bona fide intention to sell or transfer the Offered Shares, (ii) the number of such shares to be sold or transferred, (iii) the price and terms for which the Selling Stockholder proposes to sell or transfer the Offered Shares, and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms. The Company, upon the request of the Selling Stockholder, will provide a list of the addresses of the Purchaser Holders (and, if required in order to comply with Section 4, the other Stockholders).
(b) In the event that the Selling Stockholder is a Common Holder (an "RFR Holder"), the Company shall have the right at any time within twenty (20) days of receipt of the Sale Notice (the "Company Election Period") to elect to purchase some or all of the Offered Shares at the price per share specified in the Sale Notice, or if no price is specified therein, at the Fair Market Value thereof. "Fair Market Value" shall be determined by the Board of Directors of the Company in good faith (with at least one Series B Director (as defined in Section 7 below) voting to approve the value so determined).
Transfer Restrictions; Right of First Refusal. 19.1 Contributor agrees that the Contributor Units may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of (collectively, "Transferred") or redeemed for shares of Common Stock until after the first anniversary of the Closing Date. Thereafter, the Contributor Units and/or the shares of Common Stock underlying the Contributor Units (the "Underlying Shares") may only be Transferred in accordance with the terms of the OP Agreement and this Section 19.
(a) If Contributor or the Unit Holders (each a "Contributor Party") receives a bona fide written offer to purchase part or all of its Contributor Units or Underlying Shares in a privately negotiated transaction which it desires to accept, such Contributor Party shall not sell, transfer, or otherwise dispose of (the "Proposed Disposition") such Units or Underlying Shares (the "Disposition Securities") to a third party unless, prior to such Proposed Disposition, such Contributor Party shall have promptly reduced the terms and conditions, if any, of the Proposed Disposition to a reasonably detailed writing and shall have delivered written notice (the "Disposition Notice") of such Proposed Disposition to the Company. All offers to purchase Contributor Units or Underlying Shares must be for cash. The Disposition Notice shall contain an irrevocable offer to sell all, but not less than all, the Disposition Securities to the Company upon the same terms (including price) and subject to the same conditions, if any, as those contemplated by the Proposed Disposition, and shall be accompanied by a true and correct copy of the agreement embodying the terms and conditions, if any, of the Proposed Disposition (which shall identify the Company, the Disposition Securities, the consideration and method of payment contemplated by the Proposed Disposition and all other terms and conditions, if any, of the Proposed Disposition).
(b) The Company shall have the irrevocable right and option (the "Purchase Option"), within five (5) business days after receipt of the Disposition Notice (the "Notice Period"), to accept such irrevocable offer to purchase all, but not less than all, of the Disposition Securities which are subject to the Proposed Disposition. If the Company determines to exercise such Purchase Option, it shall deliver to the Contributor Party written notice of the exercise of its Purchase Option with respect to the Disposition Securities (an "Exercise Notice") prior to the expiration of the Not...
Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusals”) and the Company shall have the right to approve such transfer, in its sole and absolute discretion. If the Holder would like to transfer any Shares the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) reject to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) reject to exercise its Right of First Refusal and reject any transfer of the Shares.
Transfer Restrictions; Right of First Refusal. 18.1 RM hereby agrees that the RM Units may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of (collectively, "Transferred") or redeemed for shares of Common Stock until the first anniversary of the Closing Date. Thereafter, the RM Units and/or the shares of Common Stock underlying the RM Units (the "Underlying Shares") may only be Transferred (i) privately in accordance with the terms of the OP Agreement and this Section 18, or (ii) in the form of Underlying Shares only, publicly (subject to the restrictions of the Act and the rules and regulations promulgated thereunder) in trading blocks of 300,000 shares of Common Stock or less. Notwithstanding anything herein to the contrary (other than and subject to and in compliance with the provisions in Section 5.4(b)), the provisions of this Section 18 shall not apply to, and, in addition to any rights under the OP Agreement, RM and the Unit Holders shall have the right to make the following Transfers: (i) pledges or encumbrances of all or a portion of the RM Units to an institutional lender and/or (ii) Transfers of all or any portion of the RM Units to Permitted Transferees in accordance with the OP Agreement as it exists on the date hereof. "Permitted Transferees" means (i) any entity or individual comprising RM or the Unit Holders; (ii) any direct or indirect equity owner of RM or the Unit Holders; and (iii) members of the Immediate Family (as defined in the OP Agreement) of RM or the Unit Holders (or any direct or indirect equity owner thereof) and trusts for the benefit of one or more members of the Immediate Family of RM or the Unit Holders (or any direct or indirect equity owner thereof) created for estate and/or gift tax purposes. Any holder of RM Units pursuant to (i) or (ii) of the preceding sentence, shall be subject to the applicable terms and conditions of the OP Agreement and shall sign a counterpart of the OP Agreement to such effect.
Transfer Restrictions; Right of First Refusal. Before any Shares held by the Holder or any permitted transferee of Holder (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). The Company shall have the right to approve such transfer, in its sole and absolute discretion. If the Holder indicates Holder’s intention to transfer any Shares, the Company may either (1) exercise the Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) determine not to exercise the Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) determine not to exercise the Right of First Refusal and reject any transfer of the Shares.
Transfer Restrictions; Right of First Refusal. CO-SALE RIGHT; DRAG-ALONG RIGHT
Transfer Restrictions; Right of First Refusal. (a) Before any Stock (the "Offered Shares") may be sold or transferred by any Stockholder (the "Selling Stockholder"), the Selling Stockholder shall deliver a notice by certified mail (the "Sale Notice") to the principal business office of the Company and to each of the Purchaser Holders (and, if necessary in order to comply with Section 4, the other Stockholders) stating (i) the Selling Stockholder's bona fide intention to sell or transfer the Offered Shares, (ii) the number of such shares to be sold or transferred, (iii) the price and terms for which the Selling Stockholder proposes to sell or transfer the Offered Shares, and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms. The Company, upon the request of the Selling Stockholder, will provide a list of the addresses of the Purchaser Holders (and, if required in order to comply with Section 4, the other Stockholders).
(b) In the event that the Selling Stockholder is a Common Holder (an "RFR Holder"), the Company shall have the right at any time within twenty (20) days of receipt
Transfer Restrictions; Right of First Refusal. No Transfer of a Membership Interest in the Company shall be made except in compliance with the conditions set out below, and any attempted Transfer made without complying with the following conditions shall be void ab initio and shall not be recognized by the Company or by any Member: