Memorandum of Right of First Refusal Sample Clauses

Memorandum of Right of First Refusal. This Memorandum of Right of First Refusal is made and entered into this day , 201 , by and between 2011 USSA, LIMITED PARTNERSHIP, an Oklahoma limited partnership (“Grantor”) and the BOARD OF COMMISSIONERS OF TULSA COUNTY OKLAHOMA on behalf of the Tulsa County Sheriff’s Office (“Grantee”) with reference to the following:
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Memorandum of Right of First Refusal. This Memorandum of Right of First Refusal (“Memorandum”) is effective as of the day of , 2011 (“Effective Date”) among Marriott International, Inc., a Delaware corporation (“MII”), and Marriott Worldwide Corporation, a Maryland corporation (“MWC”) (MII and MWC are referred to collectively herein as “Licensor”), and , a (“Owner”).
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Memorandum of Right of First Refusal. [Legal Description] Exhibit 1 to Exhibit B-3 -Solo Page EXHIBIT C MANAGEMENT COMPANY ACKNOWLEDGMENT This Management Company Acknowledgment (“Management Company Acknowledgment”) is executed as of , 20__, by and among , a (“Management Company”), Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”), and Marriott International, Inc., a Delaware corporation and Marriott Worldwide Corporation, a Maryland corporation (collectively, “Licensor”).
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Memorandum of Right of First Refusal. DATE: , 2017 SELLER: Xxxxxx Investments, L.P. SELLER’S MAILING ADDRESS: 0000 X. 0xx Xxxxxx, Xxxxxx, XX 00000 BUYER/ASSIGNOR: PIONEERS LLC, a Minnesota limited liability company ASSIGNOR’S MAILING ADDRESS: 0 Xxxxxxxx Xxxxx Road, Suite 450, Round Rock TX 78681 BUYER/ASSIGNEE: County of Xxxxxxxxxx, Texas ASSIGNEE’S MAILING ADDRESS: 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 PROPERTY: All of that certain acre ( square foot) tract of land in the Survey, Abstract No. , Xxxxxxxxxx County, Texas; being more fully described by metes and bounds in Exhibit “A”, attached hereto and incorporated herein For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms, covenants, and conditions of the Right of First Refusal Agreement of even date herewith executed by Seller and Buyer (the “Agreement”), in the event that Assignee shall receive any bona fide written offer for the purchase of the Property which Seller is ready and willing to accept, then Assignor shall have the first right to purchase the Property for the price and upon the same terms and conditions as shall be contained in the Agreement. This Memorandum constitutes notice of the existence of the Agreement and the right created thereby. Information concerning the Agreement may be obtained from Seller or Buyer at the addresses provided above. [signatures follow] ASSIGNOR: PIONEERS LLC By: Pioneers Holding LLC, its Manager By: Managing Member STATE OF COUNTY OF This instrument was acknowledged before me on this the day of 2017, by , in the capacity and for the purposes and consideration therein expressed. Notary Public, State of _ ASSIGNEE: XXXXXXXXXX COUNTY, TEXAS By:_ Xxx X. Xxxxxx, County Judge STATE OF TEXAS COUNTY OF XXXXXXXXXX This instrument was acknowledged before me on this the day of , 2017 by Xxx X. Xxxxxx, County Judge, in the capacity and for the purposes and consideration therein expressed.
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Memorandum of Right of First Refusal. The Memorandum of Lease to be executed by the parties concurrently with their execution of this Lease and recorded in the Official Records of San Mateo County, California, shall include an appropriate incorporation by reference of the terms of this right of first refusal.
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Memorandum of Right of First Refusal. This Memorandum of Right of First Refusal (this “Memorandum”) is dated as of , 2016, by and between the South Bend Redevelopment Commission, governing body of the Department of Redevelopment of the City of South Bend, Indiana (“Seller”), and 412 SB LLC, an Indiana limited liability company with its registered office at 412 X. Xxxxxxxxx Blvd., South Bend, Indiana 46601 (“Buyer”) (each a “Party” and together the “Parties”).
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Related to Memorandum of Right of First Refusal

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

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