Example ContractsClausesRight of First Negotiation
Remove:

First Refusal Right; Put Right. At the Closing, the Shareholders will grant the Company the right of first refusal (the “First Refusal Right”) to purchase the Shareholders’ 49% ownership of the Acquisition Sub for cash. The aggregate cash price for the Shareholders’ 49% ownership of the Acquisition Sub shall equal the average of three (3) independent valuations of the Acquisition Sub as of the date when the Company notifies the Shareholder of its intent to exercise the First Refusal Right, each of which shall be undertaken by an independent valuation (to be identified by the Company and mutually acceptable to the Shareholders) firm multiplied by 49%. If the Shareholders of the Acquisition Sub have not otherwise had a liquidity event prior to such date, the Shareholders will have a one-time put right (the “Put Right”) that, if elected by the Shareholders, would obligate the Company to buy the 49% ownership of the Acquisition Sub for 49% of the independent fair market valuation as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence).

Joint Negotiation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

/

Right of First Offer. Subject to the terms and conditions of this [Section 1.3], Landlord hereby grants to Tenant, commencing on the date of this Lease and continuing until the end of the fifth (5th) Lease Year, an on-going right of first offer during the initial Lease Term with respect to any space on the fourth (4th) floor of the Building (the “First Offer Space”). Such right of first offer shall be subject and subordinate to the terms of any renewal or expansion right contained in any lease of the First Offer Space entered into by Landlord prior to the Lease Commencement Date, or with a third party after Tenant's failure to exercise its right of first offer as provided in this [Section 1.3] (collectively, the "Intervening Leases"). All such tenants under Intervening Leases, are collectively referred to as the "Superior Right Holders". Notwithstanding the foregoing, Tenant acknowledges that Landlord is currently in negotiations to lease the First Offer Space to a third party (the “Existing Negotiations”), and that Landlord shall be able to finalize such Existing Negotiations and enter such lease without providing a First Offer Notice, and that such lease, if executed, shall be an Intervening Lease.

Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower within five (5) Trading Days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via electronic mail to ​.

Each Party may exercise its right of first refusal pursuant to other projects, as long as the contemplated projects do not compete with the business of the Joint Venture.

Right of First Refusal. Unless otherwise set forth in the Award Agreement, shares acquired under the Plan by a Participant may not be sold or otherwise disposed of in any way (including a transfer or gift or by reason of the death of the Participant) until the Participant (or his legal representative, legatee or distributee of his or her estate) first offers to sell the Shares to the Company as herein provided. The price per Share at which the Shares shall be offered to the Company shall be the closing price per Share reported on the Consolidated Tape (as such price is reported in the Wall Street Journal or if such publication is unavailable then Reuters) on the date the Participant’s offer is received by the Secretary of the Company. If the Company fails to accept the offer to purchase such Shares within seven days after such date, the Shares shall thereafter be free of all restrictions under the Plan.

Right of First Offer. hereby grants to the originally named herein and any “Permitted Transferee Assignee”, a right of first offer (the “Right of First Offer“) with respect to space located in all or a portion of the buildings to be constructed at 1410 Harbor Bay Parkway, Alameda, California, and 1430 Harbor Bay Parkway, Alameda, California, California (individually and collectively, the “First Offer Space“) for so long as or a affiliate (an entity which is controlled by, controls, or is under common control with, ) (“ Affiliate“) holds title to both the Premises and the First Offer Space and underlying real property. ’s right of first offer shall be on the terms and conditions set forth in this [Section 1.3].

Right of First Refusal. If, from the date hereof until the 12-month anniversary following consummation of each Offering, the Company or any of its subsidiaries # decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as the Company’s exclusive financial advisor for any such transaction; or # decides to finance or refinance any indebtedness, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or # decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Wainwright or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.

Right of First Refusal. Effective as of the Expansion Date (as defined below), the Premises are expanded to include the space described on [Exhibit B] attached hereto (the “Expansion Premises”), which Expansion Premises consist of approximately 6,282 rentable square feet.

Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this [Section 3(a)] (the “Right of First Refusal”).

If the Participant proposes to transfer any Shares that are no longer subject to the Purchase Option (either because they are free from the Purchase Option pursuant to [Section 3] or because the Purchase Option expired unexercised pursuant to [Section 4]), then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.

So long as at least twenty percent (20%) of the Shares that have been issued remain outstanding, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, # any shares of its Common Stock, # any other equity securities of the Company, including, without limitation, shares of preferred stock, # any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or # any debt securities convertible into capital stock of the Company (collectively, the “Offered Securities”), unless in each such case the Company shall have first complied with [Article III] of this Agreement.

Right of First Negotiation outside the Territory10

Ovid hereby grants Lundbeck a right of first negotiation, ​ to enter into an agreement to Develop and/or Commercialise Compound and/or Product in ​ (the “Right of First Negotiation”). If Ovid intends to enter into a Partnership to Develop and/or Commercialise Compound and/or Product in ​, Ovid shall notify Lundbeck in writing of Ovid’s intention, including a brief description of the intended Partnership and the ​ (“Ovid’s Negotiation Notice”). Lundbeck shall have ​ following the date of Ovid’s Negotiation Notice to notify Ovid in writing that Lundbeck wishes to exercise its Right of First Negotiation (the “Exercise Notice”). If Ovid’s Negotiation Notice pertains to ​, then the Exercise Notice shall specify ​ Lundbeck wishes to exercise its Right of First Negotiation. If Lundbeck delivers the Exercise Notice within such ​ period, then the Parties shall engage in exclusive good faith negotiations for a period of up to ​ to enter into definitive agreements for the proposed agreement (the “Negotiation Period”).

Ovid is not entitled to negotiate with Third Parties regarding a Partnership subject to the Right of First Negotiation prior to delivery of Ovid’s Negotiation Notice.

Termination of Right of First Offer. The Right of First Offer shall be personal to Original and any Permitted Transferee Assignee, and may only be exercised by Original or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in [Section 14.1] of this Lease, of ’s interest in this Lease) if Original or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of ’s exercise of the Right of First Offer). The Right of First Offer granted herein shall also terminate upon the date that or a Affiliate ceases to hold title to both the Premises and the First Offer Space and underlying real property. shall not have the right to lease First Offer Space, as provided in this [Section 1.3], if, as of the date of the attempted exercise of any right of first offer by , as of the date and execute the First Offer Lease, or as of the scheduled date of delivery of such First Offer Space to , is in Default or has previously been in Default more than once during the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights of Subtenant hereunder with respect to each applicable Offering Space shall terminate on the earlier to occur of # Subtenant’s failure to exercise its Right of First Offer within the five (5) business day period provided in [Section 9.1] above, # the date Sublandlord would have provided Subtenant an Advice if Subtenant had not been in violation of one or more of the conditions set forth in [Section 9.1] above, or # the date nine (9) months prior to the expiration date of the Term.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection # below.

/
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.