A waiver of the right of first refusal is a contractual provision where a party relinquishes their priority opportunity to acquire a property or enter into a transaction before the owner negotiates with third parties. This waiver enables the owner to freely seek other potential buyers or partners without offering the right-holder the chance to match or exceed competing offers.
4.1 Waiver of Right of First Refusal. The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.
Waiver of Right of First Refusal Jian He and, shareholders of hereby state that when any of the shareholders of the company transfers part or all of the Equity Interest it holds in the company, all of the other shareholders shall waive their rights of first refusal to purchase such Equity Interest transferred by said shareholder and shall agree to execute legal instruments necessary for the completion of the Equity transfer procedures with the relevant industry and commerce administration. This statement shall be irrevocable. Jian He Signature: /s/ Jian He Beijing Lanting Gaochuang Technologies Co., Ltd. (Company Seal) By: /s/ Bin Shi Authorized Representative: Bin Shi
(f) EDGE shall enter into a shareholder agreement for the shares to be issued under the share options in Paragraph 3(c) and for the shares to be sold under Paragraph 3(d) in line with the shareholder agreements entered into by other minority shareholders in the Company, including a stand-still obligation, a waiver of right of first refusal for share transfers, tag-along and drag-along rights, and a waiver of the right to require a compulsory acquisition of the shares by a person owning more than 90% of the shares in the Company.
4.1 Waiver of Right of First Refusal and Transfer Restrictions. The Company hereby waives or has obtained the waiver of any preexisting rights of first refusal, co-sale and other transfer restrictions applicable to the transactions contemplated hereby and fully consents to the Exchange contemplated herein.
Section 7.11 Waiver of Right of First Refusal. Each Securityholder hereby irrevocably waives any right of first refusal, or any similar right, it has, or may have, with respect to any of the transactions contemplated in this Agreement.
6.20 Waiver of Right of First Refusal Each of PBMI and any other Holder that has not executed that certain ROFR Waiver as of the date hereof hereby waives such Holder’s right to assert the right of first refusal in connection with the Transactions under Section 7.5 of the Operating Agreement and any claims that such Holder may now or hereafter have against the Company or any other Holder pursuant to the Operating Agreement in connection with the Transactions.
9.25 Waiver of Right of First Refusal. Borrower (on behalf of itself and its Affiliates) hereby irrevocably waives any right of first refusal it may have to purchase Timeshare Interests (including without limitation the right of first refusal contained in any Timeshare Declaration in favor of Borrower, as declarant) with respect to any Timeshare Interests acquired by Lender, or its nominee or assignee, through the exercise or enforcement of the Lender’s rights related to the Collateral under this Agreement or the other Loan Documents. Borrower agrees that in the event that Lender, or its nominee or assignee, acquires title to any such Timeshare Interests under the circumstances described in the foregoing sentence, such Timeshare Interests may be assigned, transferred or sold free and clear of any right of first refusal in favor of Borrower.
(j)Waiver of Right of First Refusal. The Company’s Chief Financial Officer and Chief Executive Officer each shall have the power to waive the Right of First Refusal with respect to the requested number of Transfer Shares, if such transfer is made for bona fide estate planning purposes, either during the Participant’s lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Participant (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other relative or person approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Participant or any such Family Members.
6.15 Prior Agreement Superseded; Waiver of Right of First Refusal. Pursuant to Section 6.6 of the Prior Agreement, the undersigned parties who are parties to such Prior Agreement hereby amend and restate the Prior Agreement to read in its entirety as set forth in this Agreement, all with the intent and effect that the Prior Agreement shall be terminated and entirely replaced and superseded by this Agreement.
7.14 Waiver of Right of First Refusal. Each Prior Investor and Key Holder who is a Major Investor waives for purposes of applicability both individually and to all parties to the Prior Agreement, any and all rights of first refusal and related notice rights set forth in Section 4 of the Prior Agreement with respect to the offer and issuance by the Company to certain persons and entities of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to the Purchase Agreement and the Warrant (as defined in the Purchase Agreement), and waives any rights to notice required therein.
5.21 Waiver of Right of First Refusal.. Reference is made to that that certain Securities Purchase Agreement, dated as of July 23, 2020, by and among the Company and the investors party thereto (the “Prior July Agreement”). The undersigned Purchasers that also entered into the Prior July Agreement with the Company (the “Prior July Purchasers”) hereby waive, on a one time basis, any provision contained in the Prior July Agreement, in whole or in part, as applicable, prohibiting or limiting the transactions contemplated by this Agreement.
(e) Waiver of Right of First Refusal. Seller shall forthwith, but in any event no later than within one (1) day after the date Purchaser deposits the Initial Earnest Money with Escrow Agent, Seller shall provide the holder of any Right of First Refusal (“ROFR Holder”) with written notice of the transaction represented in this Agreement consistent with the terms and conditions of any Right of First Refusal (the “ROFR Notice”), and Seller shall provide a copy of same to Purchaser when made. Seller shall keep Purchaser reasonably informed as to the status of the ROFR Holder’s response to the ROFR Notice. If the ROFR Holder (i) responds to the ROFR Notice by informing Seller that it does not elect to exercise the Right of First Refusal as it pertains to this transaction, or (ii) fails to respond in writing to the ROFR Notice within the required time frame set forth in the Right of First Refusal in order to exercise the Right of First Refusal, then, as a condition precedent to Purchaser’s obligation to close on the sale and purchase of the Property pursuant to this Agreement, Seller shall execute and deliver to Purchaser, on or before the later of the expiration of the Inspection Period or the day after the expiration of the time in which the ROFR Holder may exercise the Right of First Refusal, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to Seller’s delivery of the ROFR Notice pursuant to the Right of First Refusal and either the ROFR Holder’s election not to exercise the Right of First Refusal or the ROFR Holder’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“Seller’s ROFR Affidavit”). In the event Seller is unable to obtain and deliver to Purchaser the Seller’s ROFR Affidavit, or if the ROFR Holder has elected in writing to exercise its Right of First Refusal, then Purchaser shall have the right to terminate this Agreement by providing written notice to Seller, in which case all Earnest Money deposited by Purchaser shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which the Seller is free to sell and convey the Property to Purchaser, then Seller shall be obligated to send the ROFR Holder a new ROFR Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFR Notice.
4.3 Waiver of Right of First Refusal. In the event that the Right of First Refusal in Section 4.1(a) is waived pursuant to Section 5.8 hereof with respect to an issuance of New Securities by the Company, and any Investor that consented to such waiver pursuant to Section 5.8 (a “Waiving Investor”) is nevertheless permitted to purchase any such New Securities, each Investor that is not a Waiving Investor shall be entitled to purchase its Adjusted Pro Rata Share (as defined below) of such New Securities upon the terms and conditions set forth in Section 4.1(a). For purposes of this Section 4.3, an Investor’s “Adjusted Pro Rata Share” of the New Securities subject to the waiver described herein shall be equal to (i) such Investor’s Pro Rata Share of such New Securities multiplied by (ii) the highest percentage of any Waiving Investor’s Pro Rata Share that such Waiving Investor is permitted to purchase. For example, if only one Waiving Investor is permitted to purchase any New Securities and it is permitted to purchase 50% of its Pro Rata Share of the New Securities, each Investor’s Adjusted Pro Rata Share shall be 50% of its Pro Rata Share. For another example, if one Waiving Investor is permitted to purchase 60% of its Pro Rata Share and another Waiving Investor is permitted to purchase 110% of its Pro Rata Share, each Investor’s Adjusted Pro Rata Share shall be 110% of its Pro Rata Share. This Section 4.3 shall in no way limit General Atlantic’s rights to purchase New Securities pursuant to Section 4.1(b) or Oversubscription Securities pursuant to Section 4.1(a).
(f) Waiver of Right of First Refusal. The provisions of this bylaw may be waived with respect to any transfer either by the corporation upon duly authorized action of the Board of Directors. This bylaw may be amended or repealed either by a duly authorized action of the Board of Directors or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation.
The Parties agree that, upon the signing of this Agreement, Party A shall procure and ensure that each of the Strategic Investors listed in Annex 5 to this Agreement enters into an equity interest transfer agreement with Party B8 and issues a waiver of right of first refusal in connection with this Transaction (collectively referred to as "Agreements on Equity Interest Transfer by Strategic Investors").
1.7. Company Consent and Waiver of Right of First Refusal. The Company represents and warrants to Purchaser that: (i) it has waived any applicable rights of first refusal, notice rights or other restrictions on transfer applicable to the sale of the Shares under this Agreement; and (ii) it hereby consents to the transactions contemplated hereby in all respects.
A Waiver of Right of First Refusal is a legal document or clause within a contract that relinquishes an individual’s or entity’s right to be given the first chance to purchase or lease a property before the owner sells or leases it to another party. This right is often used in real estate, business agreements, and corporate settings to provide a preferred party with the priority to contract for a particular property or asset.
A Waiver of Right of First Refusal should be used in situations where:
A Waiver of Right of First Refusal typically includes the following elements:
Example of a simple waiver statement:
Waiver of Right of First Refusal
I, [Grantor Name], hereby waive my right of first refusal for the property located at [Property Address or Description] as agreed upon in the contract dated [Date of Original Agreement].
Signed: ___________________
Date: _________________
Contracts that typically contain a Waiver of Right of First Refusal include:
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