Right of First Offer and Right of First Refusal a right of first offer generally refers to the right of a non-selling co-venturer to receive an offer from a selling party to sell all of the latter’s interest in the JV and if such offer is not accepted by the non-selling co-venturer, the seller can offer for a specified period all of its JV interest for sale to a third party at a price equal to or better than that offered to the non-selling co-venturer. • a right of first refusal is a right of the non-selling party to require the selling co-venturer to sell its interest in the JV to the non-selling co-venturer under the terms of a third party offer that the selling co-venturer is otherwise prepared to accept • a right of first offer is less favorable to the non-selling co-venturer than a right of first refusal because the pricing will be higher, the non-selling co-venturer will not have a third party offer to confirm value and the non-selling co- venturer will not be able to control who its new co-venturer is if it passes on the selling co-venturer’s initial offer • from a selling co-venturer’s point of view, it is difficult to name an acceptable price in advance of being able to negotiate it with a third party and under a right of first refusal, the selling co-venturer will find it difficult to obtain a good price from a third party who knows its offer is subject to a right of first refusal, particularly as there may be substantial costs involved in doing the necessary due diligence to enable the pricing of a firm offer • need to consider these rights in the context of default exit/termination rights • these rights and the interplay of the various default and non-default rights can become very complicated. Note that if the third party offer is for anything other than all cash, it becomes very difficult to match. If the third party proposes non-cash consideration can the non-selling co-venturer “match” with cash? If so, how does valuation work? Who values? Also, “standard” language often does not catch collateral consideration. • make sure that the non-selling co-venturer has a right to receive copies of all relevant agreements entered into between selling co-venturer and third party as soon as possible after they are entered into • consider timing—both for period of time during which the right of first refusal can be accepted, and also the permitted sale period following the time when the non-selling co-venturer turned down the offer • consider whether sale to third party should include drag-along or ta...
Right of First Offer and Right of First Refusal. (a) In addition to the other restrictions provided in this Agreement, if the Purchaser desires to Transfer any Company Securities (other than to any Affiliate of the Purchaser), the Purchaser will give written notice to the Company of such intention to Transfer Company Securities (as used in this Section 3.3, the "Sale Notice"). The Sale Notice will describe either (i) if the Purchaser intends to Transfer Company Securities to any Person that (A) following such Transfer, would (alone or collectively with all Affiliates of such Person) beneficially own more than ten percent (10%) of the outstanding Common Stock or (B) is listed on Schedule 2 hereto, as revised or updated from time to time in accordance with Section 3.1(b)(i) hereof (any such Transfer, a "Significant Transfer"), (1) the class and number of Company Securities to be transferred, (2) the minimum consideration for which the Purchaser will Transfer the securities, and (3) the proposed Transferee and, to the extent such information is reasonably available to the Purchaser, the amount of securities of the Company then held by such proposed Transferee, or (ii) in the case of all other proposed Transfers, the class and number of Company Securities to be Transferred. In the event the Transfer is being made pursuant to paragraph (f) below, the Sale Notice shall so state.
(b) In the event the proposed transfer is not a Significant Transfer, the Company shall have the right, within (i) in the event the Market Price of the Company securities proposed to be Transferred is less than fifty million dollars ($50,000,000) (a "Small Sale"), fifteen (15) days, (ii) in the event the Market Price of the Company Securities proposed to be Transferred is fifty million dollars ($50,000,000) or more, but less than one hundred million dollars ($100,000,000) (a "Medium Sale"), thirty (30) days, and (iii) in the event the Market Price of the Company Securities proposed to be Transferred is one hundred million dollars ($100,000,000) or more (a "Large Sale"), sixty (60) days, in each case after the delivery of the Sale Notice, to offer to purchase all (but not less than all) of the Company Securities proposed to be Transferred, at a price determined by the Company in its sole discretion, by delivery to the Purchaser of a written notice (the "Right of First Offer Notice") stating the price offered by the Purchaser. The Purchaser shall have the right within five (5) Business Days after the
Right of First Offer and Right of First Refusal. (a) Buyer has a “Right of First Offer” (or “ROFO”) and a “Right of First Refusal” (or “ROFR”) for any proposed sale of the Facility and related assets (the “Facility Assets”) by Seller.
Right of First Offer and Right of First Refusal. Landlord and Tenant acknowledge and agree that the Premises currently includes the Right of First Refusal Space described in Article 31 of the Original Lease and the ROFO Space described in Article 32 of the Lease (added to the Original Lease by paragraph 3(m) of the Second Amendment), and therefore, both such Articles 31 and 32 are deleted in their entirety without replacement.
Right of First Offer and Right of First Refusal. As long as Umbro International, Inc., or its affiliates ("UMBRO"), remains a Sponsor, prior to entering into negotiations with any other entity for sponsorship of the Franchise, Franchisee shall first offer UMBRO the opportunity to enter into sponsorship negotiations with Franchisee. Prior to entering into any sponsorship agreement with another entity, Franchisee shall first offer the same sponsorship opportunities, subject to the same terms, to UMBRO. If UMBRO fails to accept the sponsorship with such terms within thirty days of receipt of the offer from Franchisee, Franchisee may enter into the sponsorship agreement with the other entity.
Right of First Offer and Right of First Refusal. PREMISES. Provided that there then exists no default by Lessee under this Lease, Lessee shall have the right of first offer and right of first refusal to continue to lease the Leased Premises upon the expiration of the Term of this Lease (so long as Lessee has exercised all of its options to extend the Term of this Lease for all of the Extended Terms), subject to the following:
(a) Not later than three hundred sixty-five (365) days prior to the end of the Term of this Lease, Lessor shall notify Lessee of the economic and other terms and conditions under which Lessor is willing to continue to lease the Leased Premises to Lessee (a “Right of First Offer Notice”).
(b) If, at any time prior to the expiration of the Term of this Lease, Lessor receives a bona fide third-party offer (a “Third Party Offer”) to lease the Leased Premises upon the expiration of the Term of this Lease and Lessor desires to accept such Third Party Offer, Lessor shall notify Lessee thereof in writing (a “Right of First Refusal Notice”). Any Right of First Refusal Notice given by Lessor to Lessee with respect to the Third Party Offer shall describe the terms and conditions of the Third Party Offer.
Right of First Offer and Right of First Refusal. 6.1 Lessee shall have a right of first offer to lease any available space in the Building (subject to the available space being owned by the current or a successor Lessor of Xxxxxx’s Premises) throughout the initial and extended term(s) of the Lease. Prior to marketing any or all of the building(s) for lease, Lessor shall deliver written notice to Lessee notifying Lessee of the availability of the building space for lease and setting forth Lessor’s proposed rental rate (based on the prevailing fair market value) and other economic terms (“Availability Notice”).
6.1.1 Lessor shall not lease space in any or all of the building(s) to any other person or entity until the process set forth in this provision has been fully complied with. Lessee shall have the right, but not the obligation, for a period of twenty (20) business days following receipt of the Availability Notice from Lessor, to elect to lease available space. If Lessee elects to exercise its right to lease available space, written notice of such election shall be given to Lessor within seven
Right of First Offer and Right of First Refusal. Tenant's rights and obligations with regard to the Right of First Offer and the Right of First Refusal as described and agreed to by letter dated April 7, 1998 from Landlord to Tenant, a copy of which is attached hereto as EXHIBIT "E", are incorporated herein by this reference, except that the following changes shall be incorporated:
1. In paragraph 1(a), change the first sentence to read: "If at any time during the Offer Period, the Fair Lakes IV Landlord is prepared AND ABLE to offer to a third party in the open market any space in Fair Lakes IV THAT WILL BE AVAILABLE TO LEASE, then the Fair Lakes IV Landlord shall send a written offer notice (the "OFFER NOTICE") to Tenant of such intent to lease."
2. Paragraph 1(d) shall be changed to read as follows: "Should Tenant either fail to respond within the five (5) business day period, or elects not to accept the Offer Notice, then Landlord shall have the right to offer for lease such Offered Space to any other third parties. However, Landlord shall not have the right to actually lease such Offered Space to a third party until Landlord provides Tenant, and Tenant elects not to accept, its Right of First Refusal option as described in Paragraph 2 below."
3. At the beginning of the first paragraph under Part 2 - Right of First Refusal; Fair Lakes IV, insert the following sentence: 4 Initials: _____ (Landlord) _____ (Tenant)
Right of First Offer and Right of First Refusal. (a) Solitario grants to Newmont a right of first offer (the "Right of First Offer") on any property interest, other than Alliance Properties, that Solitario or any of its Affiliates acquires during the Exploration Expenditure Period in South America and located more than two kilometers from property owned or controlled by Solitario as of the Effective Date (each a "Solitario Acquired Property"), as follows: If following the Effective Date but prior to the second anniversary of the last day of the Exploration Expenditure Period Solitario or any of its Affiliates intends to transfer all or any part of its interest in a Solitario Acquired Property (each an "Offered Property"), Solitario promptly shall deliver to Newmont a notice (each a "ROFO Notice") specifically identifying the Offered Property and stating the price and all other pertinent terms and conditions of the intended transfer that Solitario is willing to accept. Solitario shall include with each ROFO Notice all data in the possession or control of Solitario or its Affiliates that pertain to the Offered Property and have not previously been provided to Newmont. Newmont shall have a period of 30 days from the date a ROFO Notice is delivered to notify Solitario, by written notice, whether it elects to acquire (or have a Newmont Affiliate designated by Newmont acquire) the Offered Property on the terms stated in the ROFO Notice. If Newmont does elect within such 30-day period to acquire (or have a Newmont Affiliate acquire) the Offered Property, closing of such acquisition shall occur within 30 days after the date on which Newmont delivers such notice to Solitario. If Newmont fails to provide Solitario with notice of its election to acquire (or have a Newmont Affiliate acquire) the Offered Property within such 30-day period, such failure shall be deemed to be an election, as of the end of such 30-day period, to not acquire (or have a Newmont Affiliate acquire) the Offered Property.
(b) If Newmont elects not to acquire (and not to have any Newmont Affiliate acquire) any Offered Property under Section 6(a), Solitario may, within 18 months following the date on which Newmont elects not to acquire (and not to have any Newmont Affiliate acquire) such Offered Property, sell the Offered Property to a third party at a price and on other terms that are at least as favorable to Solitario as those stated in the ROFO Notice. The basis on which the relative favorability of the values of the terms contained in Solit...
Right of First Offer and Right of First Refusal
