FRANCHISOR'S RIGHT OF FIRST REFUSAL Sample Clauses

FRANCHISOR'S RIGHT OF FIRST REFUSAL. (1) Any Principal Owner or any Owner holding a twenty-five percent (25%) or more interest in Developer, or this Agreement, or a controlling interest if less than twenty-five percent (25%), who desires to accept any BONA FIDE offer from a third party to purchase such interest shall promptly notify Franchisor in writing of each such offer and shall provide such information and documentation relating to the offer as Franchisor may require including, without limitation, the name and address of the prospective purchaser, the terms of the offer and a copy of any letter of intent or proposed purchase contract. Franchisor shall have the right and option, exercisable for thirty (30) days after receipt of such written notification, to send written notice to the seller that Franchisor intends to purchase the seller's interest on the same terms and conditions offered by the third party. In the event Franchisor elects to purchase the seller's interest, closing on such purchase must occur within sixty (60) days from the date of notice to the seller of the election to purchase by Franchisor or such later date as may be provided in the third party offer. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this Section 9.E shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 9, with respect to a proposed transfer. (2) In the event an offer from a third party provides for payment of consideration other than cash or involves certain intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the non-cash part of the offer, an independent appraiser, qualified by training and experience to appraise such non-cash consideration, shall be designated by Franchisor and Developer to determine such amount, and his determination shall be binding on the parties. If the parties cannot agree on an independent appraiser in a reasonable time, an independent appraiser shall be designated by each party and the two (2) independent appraisers so designated shall select a third independent appraiser. the determination of a reasonable equivalent in cash by a majority of the appraisers...
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FRANCHISOR'S RIGHT OF FIRST REFUSAL. During the term of this Agreement or for a period of one (1) year after its termination or if Franchisee has closed the Franchised Restaurant, whether with or without the consent of Franchisor, if Franchisee or its owner shall at any time detennine to sell an interest in this Agreement or any part or all of the ownership of Franchisee, any interest in the Franchise, or the Franchised Restaurant, or its owner shall obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser, then Franchisee shall submit an exact copy of such offer to Franchisor. Franchisor shall have the right, exercisable by written notice delivered to Franchisee or its owner within thirty (30) days from the date of delivery of an exact copy of such offer to Franchisor, to purchase such interest for the price and on the terms and conditions contained in such offer. In the event all or any part of the consideration offered to Franchisee for such interest shall consist of common or preferred stock or debt securities of any tendering entity, and in the event Franchisor is either a "public company" or a "public reporting company" as those terms are defined under the federal securities laws, Franchisor shall be deemed to have matched any such offer by offering its own common or preferred stock or debt securities with a market value equivalent to the market value of the securities of the entity making such offer to Franchisee or cash in an amount equal to the market value of the securities making such offer to Franchisee. In the event Franchisor is privately owned, Franchisor may substitute cash for any form of payment proposed in such offer. In the event all or any portion of the consideration offered Franchisee consists of unique assets, Franchisor shall be deemed to have matched such offer by offering cash in an amount equivalent to the market value of the unique assets tendered by the entity making such offer to Franchisee. Further, Franchisor's creditworthiness shall be deemed equal to the credit rating of any proposed purchaser. Franchisor shall have not less than sixty (60) days to prepare for closing and shall be entitled to all customary representations and warranties as set forth in Exhibits D and E of the applicable Area Development Agreement previously or contemporaneously entered into between Franchisor and Franchisee, or if Franchisee executed a single Franchise Agreement, as included as an Exhibit to the Area Development Agreement included in the Un...
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FRANCHISOR'S RIGHT OF FIRST REFUSAL. If the FRANCHISEE or its owners shall at any time determine to sell the FRANCHISE, this Agreement, the STORE or its assets or an ownership interest in the FRANCHISEE, the FRANCHISEE or its owners shall obtain a bona fide, executed written offer accompanied by a cashier's check for ten percent (10%) of the purchase price to serve as forfeitable earnxxx xxxey thereunder, from a responsible and fully disclosed purchaser and shall submit an exact copy of such offer to the FRANCHISOR. The FRANCHISOR or its designee shall, for a period of thirty (30) days from the date of delivery of such offer, have the right, exercisable by written notice to the FRANCHISEE or its owners, to purchase the interest for the price and on the terms and conditions contained in such offer; provided that the FRANCHISOR or its designee may substitute cash for any form of payment proposed in such offer. If the FRANCHISOR or its designee does not exercise this right of first refusal, the FRANCHISEE or its owners may complete the sale of the FRANCHISE, the STORE and its assets or such ownership interest to such purchaser (on the terms of the bona fide offer subject to the FRANCHISOR's approval of the purchaser as provided in Paragraph B of this Section); provided that if the sale to such purchaser is not completed within one hundred twenty (120) 48 49 days after delivery of such offer to the FRANCHISOR, the FRANCHISOR or its designee shall again have the right of first refusal as herein provided.
Sample 1
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee desires to sell or otherwise transfer the Franchised Business and assign this Agreement, Franchisee shall deliver to Franchisor written notice setting forth all the terms of the proposed transfer and assignment and all information that Franchisor requests concerning the proposed assignee. Franchisor shall have the option, during the fifteen (15) days after receipt of the notice, to purchase the Franchised Business and accept assignment of this Agreement on the terms contained in the notice, provided that Franchisor shall have the right to substitute the cash equivalent of any noncash consideration described in such notice. If Franchisor exercises this option, the purchase of the Franchised Business by Franchisor must be completed no later than thirty (30) days after Franchisor's notice to Franchisee of its purchase election. If Franchisor does not exercise this option during such fifteen (15) day period then Franchisee may, during the following one hundred twenty (120) days, transfer the Franchised Business and assign this Agreement to the proposed assignee on the terms in the notice, provided that the assignment shall be made, without limitation, in compliance with this Section 22. Any proposed transfer not completed within such one hundred twenty (120) day period or any material change in the terms of the proposed transaction prior to closing shall constitute a new offer to which Franchisor shall have the right of first refusal and shall require compliance with this Section 22.5.
Sample 1
FRANCHISOR'S RIGHT OF FIRST REFUSAL. (a) Except with respect to an Assignment to a Business Entity as provided for in paragraph 11.03(b), or an Assignment to Franchisee’s heirs, personal representatives or conservators in the case of Franchisee’s death or legal incapacity, within 30 days after Franchisor’s receipt of Franchisee’s notice of its intent to assign its interest in this Agreement (or if Franchisor shall request additional information, within 30 days after receipt of such additional information), Franchisor may, at its option, accept the proposed Assignment to itself or its nominee, upon the terms and conditions specified in the notice. Should Franchisor not exercise its option and Franchisee fails to consummate the proposed Agreement within 90 days upon the same terms and with the same assignee as disclosed in the notice to Franchisor, Franchisor’s right of first refusal shall revive.
Sample 1
FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee desires to sell or otherwise transfer the Franchised Business and assign this Agreement, Franchisee shall deliver to Franchisor written notice setting forth all the terms of the proposed transfer and assignment and all information that Franchisor requests concerning the proposed assignee. Franchisor shall have the option, during the fifteen (15) days after receipt of the notice, to purchase the Franchised Business and accept assignment of this Agreement on the terms contained in the notice, provided that Franchisor shall have the right to substitute the cash equivalent of any noncash consideration described in such notice. If Franchisor exercises this option, the purchase of the Franchised Business by Franchisor must be completed no later than thirty (30) days after Franchisor's notice to Franchisee of its purchase election.
Sample 1
FRANCHISOR'S RIGHT OF FIRST REFUSAL. In the event of any proposed sale, gift, transfer or assignment of its rights under this Agreement, the Franchisee agrees to grant the Franchisor a 30-day right of first refusal to purchase such rights on the same terms and conditions as are contained in the most recently executed Franchise Agreement.
Sample 1
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FRANCHISOR'S RIGHT OF FIRST REFUSAL. In the event the Master Franchisee wishes to sell, transfer or assign its rights under this Agreement or any interest in it, or any substantial portion of the assets used in carrying out this Agreement to a third party, the Master Franchisee agrees to grant to the Franchisor a 15 day right of first refusal to purchase such rights or assets on the same terms and conditions as are contained in the written offer to purchase submitted to the Master Franchisee by the proposed purchaser. The Master Franchisee shall immediately notify the Franchisor of such offer by sending a written notice via courier, telegram or telefax to the Franchisor enclosing a copy of the written offer from the proposed purchaser and receipt of such notice must be confirmed in writing upon receipt by Franchisor. Such right of first refusal is effective for each proposed assignment. Absence of a reply to the Master Franchisee's notice of a proposed assignment within the 15 day period is deemed a waiver of such right of first refusal. The right of first refusal period will run concurrently with the period in which the Franchisor has to approve or disapprove the proposed transferee. If the Franchisor chooses not to exercise its right of first refusal, the Master Franchisee shall be free to complete the sale, transfer or assignment, subject to compliance with all other pre-conditions for assignment set forth herein.
Sample 1

Related to FRANCHISOR'S RIGHT OF FIRST REFUSAL

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (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 or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Assignment of Right of First Refusal 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.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's 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 the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Right of First Offer Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • Exercise of Right of First Refusal 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 subsection (c) below.

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