A "Right of First Offer to Purchase" clause grants a party the initial opportunity to negotiate the purchase of a specified asset before the owner offers it to third parties. If the parties cannot agree on terms, the owner is then free to seek other buyers.
The sole tenant of the Mortgaged Property has a right of first offer to purchase the Mortgaged Property. Such right of first offer does not apply to a transfer or sale of the Mortgaged Property in connection with a foreclosure by a mortgagee of the Mortgaged Property. In addition, in the event that the borrower fails to comply with certain covenants relating to the gaming license of the sole tenant at the Mortgaged Property, and fails to timely cure such breach, the sole tenant may require the borrower to sell its interest in the land prior to or on the date so required by the applicable gaming authorities, and the tenant shall have a right of first offer to purchase the Mortgaged Property.
8. Tenant's one-time right of first offer to purchase the Property set forth in Section 9 of the First Amendment described on Schedule 1 has terminated and is no longer in effect. Tenant has no options to purchase or rights of first refusal to purchase or right of first offer to purchase the Property.
(vi) a one-time right of first offer to purchase Landlord’s interest in the office area of the Building, except that if Landlord’s interest in the office area is not separately demised from the balance of the Project (or is not a separate leasehold condominium unit), then Tenant’s right of first offer to purchase shall apply to such additional portion(s) of the Landlord’s interest in the Project as shall be designated by the Landlord.
(2) Lots owned at December 31, 2019 include approximately 12,700 under contract to sell to D.R. Horton and 12,900 of which D.R. Horton has a right of first offer to purchase.
10. Right of First Offer to Purchase: Tenant will be provided a right of first offer to purchase the Building (“Sale Offer ROFR”), should Landlord at any time during Lease Term decide to sell the property. Landlord will provide its determination of the sales price for the Building (“Offer Price”) as part of notifying Tenant in writing of Landlord’s intent to sell, including any unsolicited offer made to Landlord by an outside party (“Sale ROFR Notice”), wherein Tenant will have thirty (30) days to accept or reject such Offer Price, which can include any good faith negotiations between Landlord and Tenant upon an agreed-upon price. Should Tenant reject the Offer Price and Landlord reduces or improves the Offer Price by more than 3% then Landlord will agree to submit a new Sale ROFR Notice to Tenant.
(1)Lots controlled at December 31, 2022 included approximately 35,000 lots owned or controlled by Forestar, 17,000 of which our homebuilding divisions had under contract to purchase and 18,000 of which our homebuilding divisions had a right of first offer to purchase. Lots controlled at September 30, 2022 included approximately 36,700 lots owned or controlled by Forestar, 17,800 of which our homebuilding divisions had under contract to purchase and 18,900 of which our homebuilding divisions had a right of first offer to purchase.
As described below under Item 6 to this Schedule 13D, pursuant to the Shareholders’ Agreement, the Reporting Person has a right of first offer to purchase Multiple Voting Shares or Subordinate Voting Shares from BPEA held by BPEA for gross proceeds in excess of $10.0 million. This Schedule 13D is being filed in connection with the exercise of the Reporting Person’s right of first offer, which was accepted by BPEA.
Item 8. Identification and Classification of Members of the Group LAL 2013 Revocable Trust is a party to a Stockholders’ Agreement (the “Stockholders’ Agreement”), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholders’ Agreement have agreed to vote in favor of the election of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) and one designee of each as directors of the Issuer. The Stockholders’ Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders’ Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144.
In addition, on February 28, 2020 and in connection with the delivery of the Limited Waiver, the NRP Entities and Pocahontas Royalties entered into a Right of First Offer Agreement (the “ROFO Agreement”). Pursuant to the ROFO Agreement, Pocahontas Royalties granted to NRP the exclusive right of first offer to purchase any assets (or entities holding such assets) proposed to be sold at any time by Pocahontas Royalties or any of its subsidiaries with a fair market value exceeding $2 million (individually or in the aggregate), excluding surface acreage, assets or rights (other than surface rights that are appurtenant to or necessary for the development of mineral reserves). Provided that Pocahontas Royalties has provided NRP the opportunity to make a first offer within the time periods specified in the ROFO Agreement, Pocahontas Royalties will be under no obligation to accept any offer timely made by NRP and may determine, in its sole discretion, to consummate a transaction with a third party free and clear of any obligations to NRP.
Subject to the terms of the Lease, the Company has a right of first offer to purchase the Premises if the Landlord receives a bona fide third party offer to purchase the Premises or the Landlord decides to sell the Premises.
vi. the execution of leases (at cannabis industry market prices) with right of first offer to purchase the real property; and
In addition, Faneuil agreed to grant TTEC a three-year call right and a right of first offer to purchase certain other assets of Faneuil in its utilities, commercial healthcare, proprietary technology, and certain other verticals.
During the Term of the Lease and any extensions thereof, the Company has a right of first offer to purchase the Building. Further, the Company has a right of first offer to lease all or part of any comparable industrial space owned by the Landlord within the larger development project of which the Building is a part.
The Company has a right of first refusal to lease either or both of the spaces located on the ground floor of the Building containing 4,500 square feet and 4,600 square feet, as more particularly described in the Lease. The Company also has a right of first offer to purchase the Building during the term of the Lease.
(1)Lots controlled at June 30, 2023 included approximately 30,500 lots owned or controlled by Forestar, 13,600 of which our homebuilding divisions had under contract to purchase and 16,900 of which our homebuilding divisions had a right of first offer to purchase. Lots controlled at September 30, 2022 included approximately 36,700 lots owned or controlled by Forestar, 17,800 of which our homebuilding divisions had under contract to purchase and 18,900 of which our homebuilding divisions had a right of first offer to purchase.
The Shareholders have a preemptive right on any shares to be issued by Blue Print. The Shareholders also agreed not to directly or indirectly sell, assign, transfer, pledge, hypothecate or otherwise dispose of or in any other way encumber their shares in Blue Print except with the prior written approval of all of the Shareholders. Each Shareholder was granted a right of first offer to purchase any shares in Blue Print that a shareholder desires to transfer.
The Right of First Offer to Purchase (ROFO) is a contractual agreement in which the holder (usually a potential buyer) is given the first opportunity to purchase a property (real estate, business, assets, etc.) if the owner decides to sell. It obligates the owner to negotiate with the rights holder before entertaining offers from third parties. If the rights holder declines the offer or negotiations fail, the owner is then free to market the property to others.
The Right of First Offer to Purchase is typically used in situations where:
When drafting a Right of First Offer to Purchase clause, clarity and precision are essential. Here is a basic structure to guide you:
Right of First Offer
1. Grant of Right: The Seller hereby grants to the Buyer a right of first offer to purchase the Property (the “ROFO”).
2. Trigger Event: In the event the Seller intends to sell the Property, the Seller shall first notify the Buyer in writing (the “Notice of Intent to Sell”).
3. Offer Terms: Upon receiving the Notice of Intent to Sell, the Buyer shall have the right to make an offer to purchase the Property on terms and conditions no less favorable than those being offered to third parties.
4. Offer Period: The Buyer shall have [specified number of days] days from receipt of the Notice of Intent to Sell to submit a written offer to the Seller.
5. Negotiation Period: The Seller and Buyer shall negotiate in good faith for a period of [specified number of days] days from the receipt of the Buyer’s offer.
6. Failure to Agree: If the Buyer and Seller are unable to reach a mutually agreeable purchase agreement within the Negotiation Period, the Seller may market and sell the Property to third parties, provided the terms are no more favorable than those offered to the Buyer.
7. Notification: The Seller shall notify the Buyer if an offer is received from a third party that is more favorable than the Buyer’s last offer, and the Buyer shall have the option to match such terms within [specified number of days] days.
This language can be adjusted to fit specific circumstances and legal advice should be sought to tailor the clause correctly.
The Right of First Offer to Purchase can be found in various types of agreements, including but not limited to:
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