The "First Right of Refusal" clause grants a party the opportunity to enter into a business transaction with the owner of an asset before the owner is entitled to enter into that transaction with a third party. If the holder of this right declines, the owner is then free to negotiate with other potential buyers or parties.
Rights of Refusal in favour of NSi and Beroni Grant of First Rights of Refusal (a) Each Creator Shareholder and Beroni unconditionally and irrevocably grants to NSi a first right of refusal to purchase all or any portion of the Shares that the disposing Shareholder proposes to sell or transfer, at the same price and on the same commercial and arm’s length terms and conditions no less favourable than those offered to the prospective transferee (NSi First Right of Refusal). (b) NSi unconditionally and irrevocably grants to Beroni a first right of refusal to purchase all or any portion of the Shares that NSi proposes to sell or transfer, at the same price and on the same commercial and arm’s length terms and conditions no less favourable than those offered to the prospective transferee (Beroni First Right of Refusal). (c) For clarity, the First Rights of Refusal referred to in items 2(a) and 2(b) above arise at any time the relevant Shareholder proposes to sell or transfer all or any portion of its Shares. (d) For the purposes of the remaining provisions of this item 2, “First Right of Refusal” means the NSi First Right of Refusal and the Beroni First Right of Refusal (as the case may be).
7. The Service Provider hereby grants the Client the first right of refusal to purchase the source code used in the development of the Scope of Work (NOT Including Platform analytics and Al algorithms) within 24 months from the date of this Agreement. In the event that the Client wishes to exercise its first right of refusal, the Client shall: a. pay the Service Provider a one time takeover fee of SGD $ 3,000,000; and b. appoints the Service Provider as the Client’s Collaboration Technology partner subject to terms and conditions to be mutually agreed.
9. First right of refusal: Licensee shall have a first right of refusal with respect to the acquisition of the Licensed Domain Names. In the event that Licensor receives an offer to sell the Licensed Domain Names, Licensor will notify Licensee of such offer and the terms of such offer in writing within five (5) days of receipt of such offer. Licensee shall then have thirty (30) days to exercise its right of first refusal to purchase the Licensed Domain Names at the same price and on the same terms as contained in such offer (the “Offer Terms”). In the event that Licensee elects not to exercise its rights under this Clause 9 to purchase the Licensed Domain Names, the Licensor may sell the Licensed Domain Names to the offering party on the Offer Terms within ten (10) days after the Licensee notifies the Licensor that it does not exercise the right, subject to the License set forth herein. The rights of Licensee under this Clause 9 shall apply to each proposed sale of the Licensed Domain Names to any third party.
B. FIRST RIGHT OF REFUSAL, PURCHASE. Landlord hereby grants to Tenant a first right of refusal to purchase the property during the term and any extensions of this Lease Agreement. If Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide offer to purchase, Landlord shall give Tenant written notice of Landlords intention to sell Landlords interest in the Premises as contained in said offer to purchase. Such notice (Landlords Notice) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant shall have the option to purchase the Landlords interest at the same price and under the same terms as stated in the Landlords Notice. A written notice, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashiers check or money order payable to the order of Landlord in the amount of $100,000.00 (the Earnest Money) shall be an effective exercise of Tenants Option.
Further sale of HHE ownership by HHE owners In the event any owners of HHE wish to sell additional ownership of HHE, a written offer stipulating the sales price, and any price adjustment thereof, shall be provided to BORQS which has the first right of refusal for 30 days upon receiving such offer. Re-sale of HHE ownership by BORQS In reciprocation, after the Proposed Transaction has been completed, the HHE owners shall have the first right of refusal for 30 days when BORQS wishes to resale any of its ownership of HHE.
3.3 First Right of Refusal. NanoMab shall keep Licensee appraised of NanoMab’s research and development activities and will provide to the Licensee an opportunity to acquire rights to additional intellectual property being developed by NanoMab, which is in addition to the intellectual property being licensed to Licensee hereunder, but excluding (i) the use of a camelid single domain antibody raised against human PD-L1 antigen solely for diagnostic purpose and (ii) a camelid single domain antibody raised against human FAP antigen (Additional IP). NanoMab undertakes to Licensee that it shall not offer Additional IP to any third party unless and until such time that it will have fully informed Licensee of the nature of the Additional IP and will have afforded to the Licensee an opportunity for: (i) at least two (2) months to perform due diligence in relation to the Additional IP, and (ii) at least two (2) months to negotiate the terms for acquiring a license to the Additional IP.
3.3 Most Favored Nations and First Rights of Refusal Clause Upon Exercise of Purchase Option. Upon exercise of the Purchase Option, Cannabis Global shall hold a Most Favored Nations reset and a First Right of Refusal on all future rounds of financing for the Business. Upon exercise of the option, these clauses will be defined within customary documents, such as a stock purchase agreement, or other suitable agreement.
9.1 First Right of Refusal. Developer will provide the Company with the first right of refusal as the sole marketing agent and reseller for Software and Services outside the scope of this Agreement and not identified herein. The foregoing is conditioned on good faith negotiations for appropriate consideration.
(c) Notwithstanding anything to the contrary in this Agreement or in any other agreement between the Parties, the Licensor shall grant the Licensee a First Right of Refusal (FRR) for all future inventions or discoveries related to (i) the treatment of Central Nervous System disorders, and in particular to AD, unrelated to the Licensed Technology or (ii) NMI Compounds contemplated by the Research Program.
9. TERM. The Initial Term of this Lease shall commence upon its execution (“Commencement Date”), and, shall expire on the 5th anniversary/November 8, 2026 of the Commencement Date. LESSEE will be given first right of refusal on additional available space at terms to be determined at that time. Tenant may assume occupancy of “Cell 4” on or after November 8, 2021.
Subject to the terms of the Agreement, Chemveda shall have the first right of refusal and, if exercised, the exclusive right to manufacture any products developed as a result of the Program for precommercial and commercial production.
13. First Right of Refusal and Independent Valuation. a) LimitlessX shall have a first right of refusal with respect to the acquisition of any ownership interest of Smilz, including but not limited to corporate stock, products, assets, intellectual property, etc. (“Smilz Interest). In the event that Smilz receives an offer to purchase the Smilz Interest of Smilz and Smilz in its sole discretion determines to accept such offer, Smilz will notify LimitlessX of such offer and the terms of such offer in writing within five (5) days of receipt of such offer and determination to accept such offer. LimitlessX shall then have thirty (30) days to exercise its right of first refusal to purchase the Smilz Interest at the same price and on the same terms as contained in such offer (the “Offer Terms”). In the event that LimitlessX elects not to exercise its rights to purchase the Smilz Interests, Smilz may sell the Smilz Interests to the offering party on the offer.
3 Right of First Refusal. Landlord and Tenant acknowledge that the Fifth Expansion Premises are a portion of the premises described in the Lease as the First Right of Refusal Premises. Tenant’s Right of First Refusal respecting such portion of such premises shall terminate and be null and void upon the execution and delivery of this Fifth Amendment to Lease. Prior to the delivery of the Future Expansion Premises, Landlord will not enter into any new lease that encumbers the Future Expansion Premises beyond the Commencement Date for the Future Expansion Premises nor will Landlord enter into any amendment to lease with the tenants that occupy any portion of the Fifth Expansion Premises that extends the tenant’s right to remain in their premises beyond the Commencement Date for the Future Expansion Premises.
FIRST RIGHT OF REFUSAL TO PURCHASE Tenant's existing Right of First Refusal to Purchase as defined in the Original Lease, Addendum #11, is hereby amended to
(d) “First Right of Refusal of Company Stock Sale” means that the Executive agrees that, if the Executive wants/needs to sell any Company Stock at any point, the Executive will give the Company the First Right of Refusal to: (i) buy back the stock at fair market value; (ii) arrange to have the stock bought back by a 3rd party at fair market value; or (iii) pass on buying back the stock.
8.12 This Agreement shall terminate automatically at the end of its Term unless the Leasee notifies the Leasor its intent to renew the lease with at least three months of advance notice. Under the same terms, the Leasee has the first right of refusal to lease the Property if the Leasee gives proper notice. If the Leasee does not give notice to renew the lease at least three months prior to the end of this Agreement, the Leasor shall have the right to arrange visits with potential leasors and post leasing advertisements at proper places reasonable to the Leasee.
1. RIGHT OF FIRST REFUSAL 1.1. If, at any time during the Term Luminis decides to sell any shares in Studio397, such that the sale of these shares would result in a change-of-control of Studio397 or the authority to change agreements between MSG and Studio397, including any sale or transfer of shares or assets with a similar effect, Luminis shall grant to MSG the first right of refusal to make an offer that is equal or better to purchase these shares from Luminis by giving notice to MSG of its desire to sell these shares.
1. Subject to the terms hereof, Wallbox hereby unconditionally and irrevocably grants to Generac a first right of refusal to purchase or subscribe for all or any portion of the equity, debt securities, other securities or assets that Wallbox may propose to issue, sell, license or otherwise transfer to a Generac Competitor in a Competitor Financing, at the same price and on the same terms and conditions as those offered to the Generac Competitor. For purposes hereof, (a) “Competitor Financing” means the sale by Wallbox of equity of any class, of any debt securities of any type, or of any other security of Wallbox (whether from treasury or in the form of newly issued shares) that is convertible into any equity of Wallbox, or the merger, consolidation or combination of Wallbox with a Generac Competitor, in each case pursuant to a bona fide offer received by Wallbox from a Generac Competitor, whether solicited by Wallbox (or its officers, directors, stockholders, representatives or agents) or pursuant to an unsolicited offer from such Generac Competitor; and (b) “Generac Competitor” means Schneider, Solar Edge or Enphase.
The First Right of Refusal (FROR), often referred to as a preemptive right, is a contractual right that gives an entity or individual the opportunity to enter into a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party. This right is typically exercised in circumstances such as real estate sales, business partnerships, and intellectual property agreements.
You should consider using a First Right of Refusal in situations where you want to maintain control over who you do business with or ensure that a specific party has the first opportunity to purchase or lease an asset. Common scenarios include:
When writing a First Right of Refusal clause, it is important to be clear and precise. Here is a basic template that you can use:
First Right of Refusal Clause
In the event that the [Owner] receives a bona fide offer from any third party to purchase [specified asset/property], the [Holder] shall have the first right of refusal to purchase said [asset/property] upon the same terms and conditions as are contained in the third party’s offer.
The [Owner] shall notify the [Holder] in writing of the details of the third party’s offer. The [Holder] shall have [specified time period, e.g., 30 days] from the receipt of such notice to notify the [Owner] in writing of their intent to exercise the First Right of Refusal.
If the [Holder] does not exercise this right within the [specified time period], the [Owner] is free to sell the [asset/property] to the third party on the terms offered.
This template should be tailored to fit the specifics of the agreement and reviewed by legal counsel to ensure its enforceability.
First Right of Refusal clauses are commonly found in the following types of contracts:
Incorporating a First Right of Refusal clause in your contract can protect your interests and provide clarity in the event of future transactions.
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