Violation of First Refusal Right Clause Samples
The Violation of First Refusal Right clause defines the consequences and remedies if a party fails to honor another party's contractual right of first refusal. Typically, this right gives one party the opportunity to accept or decline an offer before the asset or opportunity is offered to others, such as in the sale of property or shares. If the right is violated—such as by selling to a third party without first offering it to the holder—the clause may specify penalties, reversal of the transaction, or damages. Its core function is to protect the holder's preferential rights and deter unauthorized transfers, ensuring fairness and adherence to agreed procedures.
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Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.
Violation of First Refusal Right. If any Prospective Transferor becomes obligated to sell any Transfer Stock to the Company or any Investor or Key Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor or Key Holder may, at its option, in addition to all other remedies it may have, send to such Prospective Transferor the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor or Key Holder (or request that the Company effect such transfer in the name of an Investor or Key Holder) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.
Violation of First Refusal Right. If any Stockholder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Stockholder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books the certificate or certificates representing the Transfer Stock to be sold.
Violation of First Refusal Right. If any Shareholder becomes obligated to sell any Transfer Shares to the Company or any other Major Shareholder under this Agreement and fails to deliver such Transfer Shares in accordance with the terms of this Agreement, the Company and/or such other Major Shareholder may, at its option, in addition to all other remedies it may have, send to such first Shareholder the purchase price for such Transfer Shares as is herein specified and transfer to the name of the Company or such other Major Shareholder (or request that the Company effect such transfer in the name of such other Major Shareholder) on the Company's books the certificate or certificates representing the Transfer Shares to be sold.
Violation of First Refusal Right. If any Transferring Holder becomes obligated to sell any Transfer Stock to any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, such Investor may, at its option, in addition to all other remedies it may have, send to such Transferring Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books the certificate or certificates representing the Transfer Stock to be sold.
Violation of First Refusal Right. If any Common Holder becomes obligated to sell any Equity Securities to the Company or any Holder under this Agreement and fails to deliver such Equity Securities in accordance with the terms of this Agreement, the Company and/or such Holder may, at its option, in addition to all other remedies it may have, send to such Common Holder the purchase price for such Equity Securities as is herein specified and transfer to the name of the Company or such Holder (or request that the Company effect such transfer in the name of a Holder) on the Company’s books the certificate or certificates representing the Equity Securities to be sold.
Violation of First Refusal Right. If any selling Stockholder becomes obligated to sell any Capital Stock to the Company or any Major Investor under this Agreement and fails to deliver such Capital Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at his, her or its option, in addition to all other remedies he, she or it may have, send to such selling Stockholder the purchase price for such Capital Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer) on the Company’s books the certificate or certificates representing the Capital Stock to be sold.
Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to any Series A Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, such Series A Holder may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of such Series A Holder (or request that the Company effect such transfer in the name of a Series A Holder) on the Company’s books the certificate or certificates representing the Transfer Stock to be sold.
Violation of First Refusal Right. If any ROFR Subject becomes obligated to sell any Transfer Units to the Company or any Preferred Member under this Agreement and fails to deliver such Transfer Units in accordance with the terms of this Agreement, the Company or such Preferred Member, as applicable, may, at its option, in addition to all other remedies it may have, send to such ROFR Subject the purchase price for such Transfer Units as is herein specified and transfer to the name of the Company or such Preferred Member (or request that the Company effect such transfer in the name of a Preferred Member) on the Company’s books the Transfer Units to be sold.
Violation of First Refusal Right. If any Member becomes obligated to sell any Transfer Shares to the Company or any Major Member under this Agreement and fails to deliver such Transfer Shares in accordance with the terms of this Agreement, such Member hereby appoints any Director or any Major Member (or, in the case of a Member who is a Major Member, the other Major Member) to be their true and lawful attorney to take such actions and to execute any documentation on their behalf which the attorney considers necessary or relevant to the making of such transfer. The Company and/or such Major Member may, at its option, in addition to all other remedies it may have, send to such Member the purchase price for such Transfer Shares as is herein specified and transfer to the name of the Company or such Major Member (or request that the Company effect such transfer in the name of a Major Member) on the Company’s books the Transfer Shares to be sold.