right of first refusal clause sample

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 Section8. 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. 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. +52 55 5985 3005, Brazil If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60)days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. A Shareholders Agreement is a critical legal document. 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. (g) Assignment of the Right of First Refusal. 11.7 Transfers Not Subject to Right of First Refusal. 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). 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. It gives a potentially interested partysay, youthe right to buy a property 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 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 ROFR Notice shall include a summary of the material terms of the Third Party Offer, including, as applicable, the acquisition price, the structure of the proposed transaction, the merger ratio, securities or assets subject to the Third Party Offer, and the proposed date of the closing. 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 right to first refusal clause is an essential clause to include in your Shareholders Agreement. 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. 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. 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. Webthings to do near hyatt regency aruba Internet Broadband Cepat, Murah, Handal. +44 20 3129 9324, Mexico 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. To the extent such shareholders do not exercise their right of first refusal, they will have tag along rights that require XP Controle, Ita and/or GA Bermuda, as applicable, to include all the shares held by them in the offered shares to be sold to the Certified Buyer, at the same price per share and under the same terms and conditions. 4.Deletion of Right of First Refusal.As of the date hereof, Section 1.3 of the Lease is deleted in its entirety and shall be of no further force or effect, such Section 1.3 being replaced in its entirety by Section 5 of this First Amendment, below. Country. 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. 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. Sub-Clauses. 4. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. 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. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. Offered Shareholders Offers. This agreement regulates the mechanics of sales and transfers of the Company's shares. G. Termination of Right of First Refusal. (g) Assignment of Right of First Refusal. 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. 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.

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