Except as expressly provided in this Section5(n) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of the Company. (g) Assignment of the 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 Transferred Shares subject to 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. 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 Section11.4 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 Section11.4. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal. 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. However, these 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. WebRight of First Offer. 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. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. 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. 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. 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). 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. 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. (c)Additional or Exchanged Securities and Property. 9.4 Exercise of Right of First Refusal. 02/04/2021 (Apex Technology Acquisition Corp). 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 Section10(d) 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 Section10(d). Within five (5) days after the expiration of the Initial Refusal Period, the Seller will give written notice to the Company and each Eligible Investor specifying the number of shares of Offered Stock that was subscribed by the Eligible Investors exercising their Rights of First Refusal (the Confirmation Notice). The asset seller in this case must offer the best deal first to 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. 5.3.Amendment to Lease.If Tenant timely exercises its Right of First Refusal to lease either alternative component of the First Refusal Space as set forth herein, Landlord and Tenant shall [***] execute an amendment to the Lease, as amended (a "First Refusal Space Amendment"), for the corresponding First Refusal Space upon the Economic Terms set forth in the First Refusal Notice, including, but not limited to rent (the "First Refusal Space Rent"), but otherwise upon the TCCs set forth in the Lease, as hereby amended.Notwithstanding the foregoing, Landlord may, at its sole option, require that a separate lease be executed by Landlord and Tenant in connection with Tenant's lease of the applicable First Refusal Space, in which event such lease (a "First Refusal Space Lease") shall be upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended, except as provided in the Lease, as hereby amended, to the contrary.The First Refusal Space Lease, if applicable, shall be executed by Landlord and Tenant within [***] following Tenant's exercise of its Right of First Refusal.Notwithstanding the foregoing documentation obligations, Landlord and Tenant hereby acknowledge and agree that Tenant's timely delivery of the Election Notice shall, in and of itself, conclusively establish Tenant's obligation to lease the subject First Refusal Space on the express TCCs set forth in the corresponding First Refusal Notice (i.e., upon on the Economic Terms and other approved conditions applicable to the First Refusal Space and otherwise on the same TCCs as the Lease, as amended hereby), subject to a Rescission Notice pursuant to Section 5.2 above. The Company shall have an option for a period of [***] from Delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. 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. Except as otherwise provided in this Section5(o) or in the applicable Stock Award Agreement, a right of first refusal will comply with the Companys bylaws. 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 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). 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. 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. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. Right of first refusal. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 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. For the avoidance of doubt, the Tag Along Right of Ita shall be preserved in case of a Transfer of the Companys Control in which Ita cannot exercise its Right of First Refusal. 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). B. "In Nolo you can trust." Include Keywords. WebRight of First Refusal. A right of first refusal agreement is popular clause in real estate leases because it gives renters buying preference for properties they occupy. 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. +52 55 5985 3005, Brazil 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. 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. (c) Additional or Exchanged Securities and Property. 11.1Grant of Right of First Refusal. Sydney NSW 2000 Suite 300 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 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. RIGHT OF FIRST REFUSAL AND RIGHT OF LAST REFUSAL AGREEMENT . 17. 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. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. WebRight of First Refusal Clause for Will or Trust. The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby. Before any Shares held by Participant or any transferee of Participant (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 have the right to approve such transfer, in its sole and absolute discretion. 09/27/2019 (EHEDGE FINANCIAL HOLDING CORP). In custody and parenting plan documents, the right of first refusal (sometimes referred to as first right of refusal) requires each parent to give the other parent the option of taking care of a child before they ask anyone else to do it. (d) Failure to Exercise 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 Section3(a). WebPermitted Sales Subject to Right of First Refusal Sample Clauses. The Company may assign any of its rights under this Agreement including its rights to purchase Shares under the Right of First Refusal. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Company in good faith. 11.9Early Termination of Right of First Refusal. First purchase rights are commonly employed in a variety of contractual settings. (g) Assignment of Right of First Refusal. Jurisdiction. To the extent that the aggregate number of shares that the Eligible Investors desire to purchase exceeds the Remaining Shares, each Eligible Investor will be entitled to purchase a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Eligible Investor on the date of the Transfer Notice and the denominator of which shall be the number of shares of Stock held by all Eligible Investors exercising their Right of First Refusal. (g) Assignment of Right of First Refusal. Download and edit our Real Estate Right of First Refusal Agreement Template for drafting such 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. 11.7 Transfers Not Subject to Right of First Refusal. In case the Certified Buyer is also a Shareholder, the Offered Shares shall be Transferred to those Offered Shareholders that exercised their Right of First Refusal and to the Certified Buyer proportionally to their respective interests in the total share capital of the Company, excluding the interests held by the other Shareholders. 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 7. 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. Afterpattern will live on as PatternBuilder, a part of NetDocuments. Subject to the limitations of this Section 3.2, concurrently with the Company, the Eligible Investors and their affiliated assignees have the Right of First Refusal to purchase all or any part of the Offered Stock; provided that each Eligible Investor so electing gives written notice of the exercise of such right to the Seller within the Initial Refusal Period. Remove Advertising. Offered Shareholders Offers. 11.8Assignment of Right of First Refusal. What is a right of first refusal clause? (e)Failure to Exercise Right of First Refusal. The Company shall have the right to purchase all, but not less than all, of the Exercise Shares 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. 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). 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