5.2 Exercise of Right of First Refusal. RIGHT OF FIRST REFUSAL. A right of first refusal requires the proprietor of a property to offer the property to the right holder on similar terms as those presented by that outsider before the proprietor can sell the property to an outsider. Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such 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 Section 7 shall immediately be subject to the Right of First Refusal. (b) M&A Right of First Refusal. 09/27/2019 (EHEDGE FINANCIAL HOLDING CORP). WebThe right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. +61 2 8310 4319, 8th Floor South WebThe right of first refusal applies to sales as well as rentals. Generally, the provision allows the LLC or the other members to purchase all or part of the membership interest that a dissociating member is selling. 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 Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. First Refusal. Except as provided in Section11.7 and Section16 below, in the event the Participant, the Participants legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the Transfer Shares) to any person or entity, including, without limitation, any shareholder 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 Section11 (the Right of First Refusal). Nor shall the Right of First Refusal apply to any transfer of the shares acquired upon exercise of the Option if the Participant is a party to, and such transfer is subject to the right of first refusal provisions of, the Third Amended and Restated Stockholders Agreement, dated as of April6, 2018 (as heretofore and hereafter amended, the Stockholders Agreement), by and among the Company and the Holders (as defined in the Stockholders Agreement). B. 3.6 Exclusion from Right of First Refusal. Remove Advertising. Before the property owner accepts this offer, the property holder 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. 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. 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. Remove Advertising. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. 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. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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 Right of First Refusal will terminate as to all Shares (a) 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 1933 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) or (b) 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 Securities Exchange Act of 1934, as amended. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else. 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. (a) Right of First Refusal. 3.6Exclusion from Right of First Refusal. The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.3. A tenant may agree to pay a higher rent or make other concessions in exchange for the right of 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. 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. The Tag Along Right provided in this CHAPTER V shall only benefit and be exercisable by Ita in case of a Transfer of the Companys Control. 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. 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). A right of first refusal is essentially a dormant option. The Option or SAR may include a provision 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. At any time within thirty(30) days after receipt of the 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 subsectionC below. 17. The Companys right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the Listing Date). For a period of twenty (20) days (the Initial Exercise Period) after the date on which the Transfer Notice is delivered to the Company, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 6.11(ii). Country. 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. Units that you acquire under your Award are subject to any right of first refusal that may be described in the LLC Agreement at such time the Company elects to exercise its right. 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 Section10. Filter & Search. 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. Exclude Keywords. Clause: Permitted Sales Subject to Right of First Refusal. What is Right of First Refusal in a Custody Agreement? 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 Section7. Tenant shall not have the right to lease First Refusal Space, as provided in this Section1.3, if, as of the date of the attempted exercise of any right of first refusal by Tenant, or, as of the scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in default under this Lease beyond the applicable notice and cure period provided in this Lease or Tenant has previously been in default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve (12)month period. 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. WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. 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. (c)Exercise of Right of First Refusal. WebExhibit 10.52 . 9.1 Grant of Right of First Refusal. 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. 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 WebRight of First Refusal. 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. WebHow much does a right of first refusal cost? In addition, notwithstanding anything to the contrary contained in this Section11 or the Plan, the transfer of any or all of the shares during the Participants lifetime or on the Participants death by will or intestacy to Participants Immediate Family or a trust for the benefit of Participants Immediate Family shall be exempt from the provisions of this Section11. 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. (c) Additional or Exchanged Securities and Property. G. Termination of Right of First Refusal. The Major Shareholders shall have a secondary refusal right to purchase all or any portion of the shares proposed to be transferred not already purchased by the Company pursuant to their foregoing right of first refusal. 11.4Exercise of Right of First Refusal. Country. 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 7. 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. The Company may either (1)exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this Section3(a), (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 Companys approval is required by the Plan or any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part. 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. 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. (f) Waiver of Right of First Refusal. (o) Right of First Refusal. WebFirst Right of Refusal. (g) Assignment of Right of First Refusal. WebRight of First Refusal in Texas by David J. Willis J.D., LL.M. RIGHT OF FIRST REFUSAL. 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. 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 Section 11. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company. Purpose of Right of First Refusal Clause A right of first refusal clause is an optional clause in operating agreements and can be tailored to suit the needs of the LLC. 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. 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