Afterpattern will live on as PatternBuilder, a part of NetDocuments. +44 20 3129 9324, Mexico Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionees heirs, executors, administrators, legal representatives, successors and assigns. (c) Additional or Exchanged Securities and Property. Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such (d) Termination of Right of First Refusal. Notwithstanding anything contained in this Section to the contrary, the period during which the Company may exercise the Right of First Refusal and consummate the purchase of the Transfer Shares from the Participant shall terminate no sooner than the completion of a period of eight (8) months following the date on which the Participant acquired the Transfer Shares. The Option may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the Units received upon the exercise of the Option. Subject to the rights of existing tenants, Tenant shall have a one (1)time right of first refusal on available space on the 12th or 14th floor of the Building as more particularly set out on Addendum Two attached hereto. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 11.4 above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice or, if applicable, following the end of the period described in the last sentence of Section 11.4. WebThe right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. (b) M&A Right of First Refusal. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Companys rights and obligations under this Section3. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii)such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal or the Canadian Securities Exchange. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. +52 55 5985 3005, Brazil (ii)Companys Right of First Refusal. Therefore, even in this case, XP Controle (as the Offering Shareholder) shall deliver to Ita the Notice of Right of First Refusal (even if Ita is not entitled to exercise the Right of First Refusal), under the terms of Clause 4.1, to guarantee to Ita the possibility to deliver its Notice of Tag Along, as provided in Clause 5.2. From the date of the Investors receipt of the ROFR Notice and for a period of thirty (30) days thereafter (which period may be extended by mutual written agreement between the parties hereto) (the Review Period), each Investor shall have a right of first refusal (the M&A ROFR Right) to submit a proposal relating to a Sale of the Company on the same or substantially identical terms as set forth in the ROFR Notice (the Investor Proposal). The Transfer Notice shall be signed both by the Founder and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Acquired Shares. Except as provided in Section9.7, in the event the Participant, the Participants legal representative, or other holder of shares acquired upon settlement of the Award proposes to sell, exchange, transfer, pledge, or otherwise dispose of any such shares (the Transfer Shares) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section (the Right of First Refusal). Additional filters are available in search. The Company may assign any of its rights and obligations under this Agreement, including but not limited to its right to repurchase Shares under the Right of First Refusal. WebThe right of first refusal creates an incentive for a tenant to take better care of an owners property in the hope of future ownership. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section11. WebRight of first refusal or ROFR is driven by the asset seller and favors the right holder/buyer. Immediate Family as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouses antecedents), father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. Suite 300 Table of Contents shareholders party to the Shareholders Agreement, who shall have the right of first refusal. WebEXERCISE OF FIRST OPTION: This right of first refusal or first option to purchase may only be exercised by Purchaser within ten (10) days from notification by Seller that Seller A Shareholders Agreement is a critical legal document. Introduction A right of first refusal (ROFR) is a preemptive right to purchase specific real property at some future time upon defined terms and conditions. A public market shall be deemed to exist if (i)such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or on a securities exchange or other established trading market in the Republic of Korea or (ii)such stock is traded on the over-the-counter market in the United States or the Republic of Korea and prices therefor are published daily on business days in a recognized source. This agreement regulates the mechanics of sales and transfers of the Company's shares. When the owner of property decides to sell their property, a right of first refusal becomes an option since the holder is not obligated to exercise the Right. This Right of First Refusal shall not apply with respect to shares sold and to be sold by Eligible Investors pursuant to the Right of Co-Sale (set forth in Section 4) or with respect to any Series B Permitted Transfer. (n) Right of First Refusal. Exclude Keywords. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Companys bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Companys bylaws at such time, the right of first refusal described below will apply. 12. The Company shall have the right to assign the Right of First Refusal at any time. 17. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Companys stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section8 shall immediately be subject to the Right of First Refusal. The provisions of this bylaw may be waived with respect to any transfer either by the corporation upon duly authorized action of the Board of Directors or by its Compensation Committee. The Companys exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Companys right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. WebRight of First Refusal Clause for Will or Trust. A sample of the right of first refusal clauses The ROFR provision can typically be found in the term sheet, stock purchase agreement, company's bylaws, or other The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. WebRight of First Refusal. Condo bylaws state that in order to have the deal go forward, the deal has to be recognized by the condo association, says Cholst. Section 2.3 provides that a transfer of shares that is not made in compliance with the agreement shall be null and void, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Country. Remove Advertising. (c) Additional or Exchanged Securities and Property. Any other provision of this Section2 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Founder desires to transfer Acquired Shares, the Company shall have no Right of First Refusal, and the Founder shall have no obligation to comply with the procedures prescribed by Subsections (a)and (b) above. Any other provision of this Section8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections(a)and (b)above. Exercise of Right of First Refusal. WebFirst Right of Refusal. 5.Right of First Refusal.As of the date hereof, Landlord hereby grants to the Tenant originally named herein (the "Original Tenant") and its Permitted Transferee Assignee a one-time right of first refusal (the "Right of First Refusal") with respect to the space comprised of (i)the entire rentable area of [***], and (ii)the entire rentable area of the [***], whenever either such space first becomes available following the [***] herein below (collectively, and as applicable, the "First Refusal Space").The parties hereby acknowledge and agree that as of the date of the Lease, the [***] of the First Refusal Space is subject to a [***].The applicability of such Right of First Refusal to (a)such [***] of First Refusal Space shall be [***], regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease, and (b)such [***] of the First Refusal Space shall be subordinate to all rights of (1)the [***] of the First Refusal Space, and (2)with respect to the [***] of the First Refusal Space, any tenants under (x)[***], or (y)[***] Lease Commencement Date to the extent ultimately [***] following such Lease Commencement Date, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (all such tenants under (a) and (b) are collectively, and as applicable to the corresponding First Refusal Space, the "Superior Right Holders").Each such Right of First Refusal shall be on the terms and conditions set forth in this Section5. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 5.2 Exercise of Right of First Refusal. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. First Refusal. Such right of first refusal will be subject to the Repurchase Limitation in Section8(k). A. The asset seller in this case must offer the best deal first to The right of first refusal (Section 2.1) provides that where a shareholder proposes to transfer shares of the Company, the Company shall have a right of first refusal to purchase all or any portion of such shares that such shareholder may propose to transfer at the same price and on the same terms and conditions as those offered to the prospective transferee. For example, no owner would be happy if one of their neighbors decided to sell their apartment at half its market value to their family member. WebNotwithstanding the ----- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing o Notice of Right of First Refusal Sample Clauses For the entitled party, a right of first refusal is sort of an insurance policy, assuring that they will not lose rights to an asset that they want or need. For example, a commercial tenant may prefer to lease a location; however, he may buy the premises if it meant that he would be evicted if the property sold to a new owner. 11.9 Early Termination of Right of First Refusal. In real estate, right of first refusal is a provision written into a lease or other agreement. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section11.9 result in a termination of the Right of First Refusal. (d) Termination of Right of First Refusal. Include Keywords. 11.7 Transfers Not Subject to Right of First Refusal. 5.7 Termination of Right of First Refusal. Tenant shall not have the right to lease any First Refusal Space pursuant to the terms of this Section1.3 in the event that less than two (2)years remains prior to the Lease Expiration Date; provided, however, to the extent Tenant then has an unexpired Lease Term renewal option pursuant to Section2.2 of this Lease, Tenant shall have the right to irrevocably exercise such renewal option simultaneously with Tenants exercise of its first refusal right hereunder in order to cause the Lease Expiration Date to occur more than two (2)years following the First Refusal Commencement Date. 10.7. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. (d)Termination of Right of First Refusal. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Companys rights and obligations under this Section2. "In Nolo you can trust." Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8. A sample of the right of first refusal clauses The ROFR provision can typically be found in the term sheet, stock purchase agreement, company's bylaws, or other agreements. 9.1 Grant of Right of First Refusal. The Right of First Refusal exists to protect condo owners in the building from non arms length transactions at off market prices between friendly parties. WebNotwithstanding the ----- provisions of Section 4.1, and absent the right to make a transfer of Stock pursuant to Section 4.2, commencing o Notice of Right of First Refusal Sample Clauses (c) Additional or Exchanged Securities and Property. Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. (h) Termination of Right of First Refusal. WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. Clause: Permitted Sales Subject to Right of First Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation. The offer contained in the Notice of Answer shall be firm, irrevocable and irreversible, and may be conditioned only to the need of obtaining regulatory approvals, including the BACEN Approval and the CADE Approval, as applicable. 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