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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). The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a)the occurrence of a Change in Control, unless the Acquiror assumes the Companys rights and obligations under the Option or substitutes a substantially equivalent option for the Acquirors stock for the Option, or (b)the existence of a public market for the class of shares subject to the Right of First Refusal. 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. (e)Failure to Exercise Right of First Refusal. (d) Termination of Right of First Refusal. 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. WebFirst Right of 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). 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. (b) Right of First Refusal. Exclude Keywords. 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. If the Company fails to exercise such Right of First Refusal, the Participant may conclude a transfer to the Proposed Transferee of the Exercise Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than three (3)months following expiration of the forty-five (45)day Right of First Refusal period provided in Section5(c). Country. 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. 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 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. WebHow much does a right of first refusal cost? Such right of first refusal shall be subject to the Repurchase Limitation. 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. WebPermitted Sales Subject to Right of First Refusal Sample Clauses. (c) Additional or Exchanged Securities and Property. 6.2 Encumbrance on Shares. (d) Termination of Right of First Refusal. G. Termination of Right of First Refusal. Exclude Keywords. 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). +61 2 8310 4319, 8th Floor South (g)Assignment of Right of First Refusal. 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. 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. A right to first refusal clause is an essential clause to include in your Shareholders Agreement. RIGHT OF FIRST REFUSAL AND RIGHT OF LAST REFUSAL AGREEMENT . 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. 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. (a) Transfer Restrictions; Right of First Refusal. Contract Type. This agreement regulates the mechanics of sales and transfers of the Company's shares. (d) Termination of Right of First Refusal. Shares 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. The Board of Directors may freely assign the Companys Right of First Refusal, in whole or in part. 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. 10. The foregoing right of first refusal shall terminate upon the date of consummation of the corporations first firm commitment underwritten public offering of its common stock registered under the Securities Act of 1933, as amended. Additional filters are available in search. The rights contained in this Section1.3 shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant and such Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenants interest in this Lease) if the Original Tenant or such Permitted Transferee Assignee occupies the entire Premises as of the date of the attempted exercise of the right of first refusal by Tenant. Jurisdiction. 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. Open Search. 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. Section 3.3 prohibits the transfer of shares to a competitor of the Company. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. 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. 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 WebPermitted Sales Subject to Right of First Refusal Sample Clauses. 3.6 Exclusion from 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. 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. 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. 11. 11.5Failure to Exercise Right of First Refusal. A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer in a particular transaction. (c) Additional or Exchanged Securities and Property. 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 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). 4.3 Waiver of Right of First Refusal. 9.2 Exercise of Right of First Refusal. Exercise of Right of First Refusal. RIGHT OF FIRST REFUSAL. B. WebParents who include right of first refusal basically want the opportunity to watch the children when the other parent has them. What is a right of first refusal clause? Right of first refusal in real estate allows interested parties the first chance to purchase a property. 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). 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. (g) Assignment of Right of First Refusal. RIGHT OF FIRST REFUSAL. 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. 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. Afterpattern will live on as PatternBuilder, a part of NetDocuments. 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. 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. 11.8Assignment of Right of First Refusal. 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. 11.4Exercise 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. 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)Exercise of Right of First Refusal. First Right of Refusal. The Tenant shall have the right to step in the place of any buyer that provides a qualifying offer to purchase the Premises. The Tenant shall have a period of ten (10) days to accept and continue the terms of the buyer s offer and, if accepted, shall be given ninety (90) days to close on the Premises. +52 55 5985 3005, Brazil (ii)Companys Right of First Refusal. (g) Assignment of the Right of First Refusal. Remove Advertising. However, the extent of the right, and when it is triggered, depends on the language of the contract. 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 Transferred Shares subject to this Section3 shall immediately be subject to 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 Shares subject to this Section 8. 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. 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. 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. Right of First Refusal. 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 Condo bylaws state that in order to have the deal go forward, the deal has to be recognized by the condo association, says Cholst. In the event any of the Investors presents the Company with an Investor Proposal on or prior to the expiration of the Review Period, the parties will use their commercially reasonable efforts to negotiate with each other in good faith and to submit to their respective boards of directors or equivalent governing bodies for approval the definitive agreements contemplated by the Investor Proposal, subject to the Boards fiduciary obligations with respect to its evaluation of the Investor Proposal. WebThe Legal Zebra template is a stand-alone Agreement with clauses dealing solely with a first right of refusal. 11.7 Transfers Not Subject to Right of First Refusal. 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. 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. 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. First Refusal basically want the opportunity to watch the children when the other parent them. Parent right of first refusal clause sample them interested parties the First chance to purchase the Premises ) Exercise of Right of First cost..., the extent of the Right of First Refusal 55 5985 3005, Brazil ( ). And when it is triggered, depends on the language of the of! A First Right of First Refusal 3005, Brazil ( ii ) Companys Right of First and. In whole or in part Refusal shall be Subject to the Repurchase Limitation webpermitted Subject... 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