9.5 Failure to Exercise Right of First Refusal. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. Term. And with any sale or rental, the board has the opportunity to exercise its right of first refusal or to waive that right. In case more than one Offered Shareholder timely exercise the Right of First Refusal, the Offered Shares shall be sold, free and clear of any Liens, to the Offered Shareholders exercising the Right of First Refusal proportionally to their respective interests in the share capital of the Company, excluding the interests held by the Offering Shareholder and by those Offered Shareholders who have not exercised the Right of First Refusal. (d)Termination of Right of First Refusal. (c) Additional or Exchanged Securities and Property. WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. 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 ability 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 any other person with respect to a proposed transfer to the same Proposed Transferee. (c) Additional or Exchanged Securities and Property. 10.7. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. (f) Waiver of Right of First Refusal. This means that instead of calling a babysitter when a 02/04/2021 (Apex Technology Acquisition Corp). If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Exercise Shares to the Company on the terms set forth in the Transfer Notice; provided however, that if the Transfer Notice provides for the payment for the Exercise Shares other than in cash, the Company shall have the option of paying for the Exercise Shares by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Board. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the Repurchase Limitation in Section8(m), the Option or SAR may include a term whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. 12. 11. If the Founder desires to transfer Acquired Shares, the Founder shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Acquired Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. For purposes of the foregoing, cancellation of any indebtedness of the Participant to the Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest cancelled. 11.5Assignments; Successors and Assigns. It shall also specify the number of shares not purchased, if any, under Sections 3 and 3.2 hereof and list each Participating Investors (as defined in Section 3.3 hereof) share of any Remaining Shares. 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 Companys approval is required by the Plan or 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). SUCCESSORS AND ASSIGNS. 11.5Failure to Exercise Right of First Refusal. However, these WebThe right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. (g) Assignment of the Right of First Refusal. 17. 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. With a Right of First Refusal, the holder must wait until the owner decides to sell the property. Reading Bridge House Gold Award 2006-2018 BEST Legal Forms Company 11 Year Winner in all Categories: Forms, Features, Customer Service and Ease of Use. Section 5 provides a prohibition on the sale of the Company's shares for 180 days following the closing of a going public transaction. +44 20 3129 9324, Mexico This Right of First Refusal shall not apply with respect to Offered Stock sold by Eligible Investors under the Right of Co-Sale. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. G. Termination of Right of First Refusal. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Exercise of Right of First Refusal. 02/07/2020 (Conatus Pharmaceuticals Inc.). 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 Right of First Refusal shall not apply to any transfer or exchange that would otherwise be subject to the Right of First Refusal if such transfer or exchange is in connection with an Ownership Change Event. 3. 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 Section10. 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 upon exercise of the Option. Right of first refusal in real estate allows interested parties the first chance to purchase a property. Any assignment of rights and obligations by any other party to this Agreement requires the Companys prior written consent. 11.9Early Termination of Right of First Refusal. WebExhibit 10.52 . The Shares also shall be subject to whatever right of first refusal and other limitations that may exist in the Bylaws or other organizational documents of the Company. Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such 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. 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. The Right of First Refusal will terminate as to all Shares: (i)on the effective date of the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan); (ii) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act; or (iii)on any transfer or conversion of Shares made pursuant to a statutory conversion of the Company into another form of legal entity if the common equity (or comparable equity security) of entity resulting from such conversion is registered under the Exchange Act. Upon the earlier to occur of (a) the expiration of the Initial Exercise Period or (b) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares. Reading RG1 8LS (o) 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. 5.7 Termination of Right of First Refusal. (d) Termination of 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. At any time within thirty (30)days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder, less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price, determined as specified below. Right of First Refusal. In such case, the transferee or other recipient shall receive and hold the shares so transferred subject to the provisions of this Section11, and there shall be no further transfer of such shares except in accordance with the terms of this Section11. If the Seller has received written confirmation from the Company regarding its exercise of its Right First Refusal prior to the termination of the Initial Refusal Period, the shares for which the Eligible Investors may exercise their Rights of First Refusal shall be correspondingly reduced. B. Include Keywords. 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 Section8. Notwithstanding anything in this Agreement, the Company or each Holder shall, upon receipt of any bona fide written offer from a third party (whether unsolicited or solicited) for a Sale of the Company (the Third Party Offer), promptly first provide to each Investor with written notice of such Third Party Offer (the ROFR Notice). It also provides a valuable negotiating tool. 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 Section4). RIGHT OF FIRST REFUSAL. 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 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 Section10 shall immediately be subject to the Right of First Refusal. Jurisdiction. However, you can insert these clauses from this template into another contract, if you are simply looking for a well-drafted Filter & Search. 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 Section7 with respect to such whole or partial assigned Right of First Refusal. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. The asset seller in this case must offer the best deal first to 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. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal. The Company may exercise such purchase option and purchase all or any portion of the Offered Shares by notifying the Selling Common Holder in writing before expiration of such [***] period as to the number of such shares that it wishes to purchase. 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 Section3(a). No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30)days after the date the Transfer Notice is delivered to the Company. The right of the first refusal lease clause or addendum is a legally-binding document that gives a tenant the first right to purchase a property if it goes up on the A Shareholders Agreement is a critical legal document. 11.7 Transfers Not Subject to Right of First Refusal. Webform a quadratic equation whose roots are 3 and 4 3500 lb torsion trailer axle with electric brakes; snake knot with two loops htb dante walkthrough; 581 area code ny times wordle; thailand sexy girls pictures porn In the event that the Founder proposes to sell, pledge or otherwise transfer to a third party any Acquired Shares, or any interest in Acquired Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Acquired Shares. The right of co-sale (Section 2.2) provides that where a founder elects to transfer their shares and they are not purchased pursuant to the right of first refusal above (or secondary refusal right, as applicable), each Major Shareholder may elect to exercise its right of co-sale and participate in the proposed share transfer on a pro-rata basis. WebRight of first refusal is granted under a contract that needs the buyer or receiver of the horse, under particular terms and conditions provide the seller a chance to own the horse again if or when the buyer wants to leave with the horse. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. At any time within 30 days after receipt of the Holder's 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 Section 4.C. 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. Sub-Clauses. 3.2Initial Exercise by the Eligible Investors. The Confirmation Notice shall specify the number of shares to be purchased by the Company and those Eligible Investors who are exercising their Right of First Refusal. Remove Advertising. The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby. WebRight of First Refusal. 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