Right of First Refusal Clause in Lease Agreement Sample

By December 16, 2020 No Comments

[PART B] must rent all additional space offered, 11.4Extract of the right of first refusal. If the Company determines that the proposed transfer is in good faith, the Company has the right to acquire all, but not less than, all of the shares transferred (unless the Company and the Participant agree otherwise) at the purchase price and the conditions set out in the Notice of Transfer by providing the Participant with notice of exercise of the right of first refusal within thirty (30) days of the date. The transfer notification will be sent to the Company. The exercise or non-exercise of the Company`s right of first refusal in respect of any proposed transfer described in a transfer notice will not affect the Company`s right to exercise the right of first refusal in respect of any proposed transfer described in any other transfer notice, whether such other transfer notice is provided by the participant or by any person other than the participant in connection with a notice of proposed transfer. the transfer was issued or not to the same proposed purchaser. If the Company exercises the right of first refusal, the Company and the Participant must then complete the sale of the Transfer Shares to the Company under the conditions set out in the Notice of Transfer within sixty (60) days of the date on which the Notice of Transfer was submitted to the Company (unless the Proposed Acquirer offers a longer term); provided, however, that in the event that the notice of transfer provides for the payment of the transferred shares by any means other than cash, the Company has the opportunity to pay the transferred shares at the current value equivalent of the consideration described in the notice of transfer, as reasonably determined by the Company. For the purposes of the foregoing, the cancellation of any debt of the Participant to a Participating Company will be treated as a cash payment to the Participant up to the outstanding principal and all accrued interest. Notwithstanding anything to the contrary in this section, the period during which the Company may exercise the right of first refusal and complete the purchase of the Participant`s Transfer Shares shall end no earlier than the expiration of a period of eight (8) months from the date on which the Participant acquired the Transfer Shares during the exercise of the Option. 17. SUCCESSORS AND ASSIGNS. The Company may assign all of its rights under this Agreement, including its rights to purchase shares under the right of first refusal. This Agreement binds and benefits the Successors and Assigns of the Company. Subject to the transfer restrictions set forth herein, this Agreement is binding on the heirs, executors, administrators, legal representatives, successors and assigns of the Option Holder.

the parties negotiate in good faith all the conditions for renting the additional space, 11.5assignations; Successor and assignee. The Company may assign all of its rights and obligations under this Agreement, including, but not limited to, its right to repurchase shares under the right of first refusal. Any assignment of rights and obligations by any other party to this Agreement will require the prior written consent of the Company. This Agreement and the rights and obligations of the parties under this Agreement are binding upon and for their benefit to their respective successors, assigns, heirs, executors, administrators and legal representatives. 11.8Affectation of the right of first refusal. The Company has the right to assign the right of first refusal at any time, whether or not a transfer has been attempted, to one or more persons who may be selected by the Company. The right to the pre-emption clause or addendum is a legally binding document that gives a tenant the first right to purchase a property when it is placed on the market. This means that if a landlord decides to offer the property for sale, they must accept the tenant`s reasonable offer if the tenant decides to make one. 11.7 Transfers that are not subject to the right of first refusal. The right of first refusal does not apply to transfers or barter transactions that would otherwise be subject to the right of first refusal if such a transfer or exchange is related to a change of ownership event.

If the consideration received in connection with such transfer or exchange consists of shares of a participating company, that consideration will continue to be subject to the right of first refusal, unless the provisions of Article 11.9 result in the termination of the right of first refusal. The right of first refusal also does not apply to the transfer of shares acquired during the exercise of the option if the participant is a party to the shareholders` agreement amended and adjusted by a third party of April 6, 2018 (as amended to date and hereinafter) and such transfer is subject to the provisions of the shareholders` agreement amended and amended by a third party. the shareholders` agreement), by and between the Company and the holders (as defined in the shareholders` agreement). The first and most common reason this addendum is used is in the case of joint ventures or shareholder agreements. Sometimes a company leases property to a sister company, and these contracts include this right of first refusal to ensure the long-term security of the property for both companies. 11.9 Early termination of the right of first refusal. Notwithstanding the other provisions of this Option Agreement, the right of first refusal will terminate and will no longer affect (a) the occurrence of a change of control, unless the Acquirer assumes the Company`s rights and obligations under the Option or replaces a substantially equivalent option for the Purchaser`s shares for the Option, or (b) the existence of a public contract for the class of Shares; who are subject to the right of first refusal. A public market is considered to exist if (i) that share is listed on a national stock exchange (as that term is used in the Stock Exchange Act) or (ii) those shares are traded on the over-the-counter market and their prices are published daily on working days in a recognized financial journal. The right of first offer, on the other hand, does not guarantee the tenant such a sale or transaction.

Instead, this contract ensures that they are the first to know the availability of a property. This gives them insider advice that allows for early offers and negotiations that could help them beat hungry competitors. 1.3.5. Termination of the right of first refusal. The rights contained in this Section 1.3 are personal to the original tenant and to any authorized assignment of assignment and may only be exercised by the original tenant and the approved assignee (and not by any other assignee, subtenant or other purchaser of the original lessee in this lease) only if the original lessee or authorized assignee at the time of the attempt to exercise the right of the first tenant occupies all the premises. Rejection by the tenant. The right of first refusal granted herein terminates (i) in respect of a particular pre-emption space if the Renter does not exercise his right of first refusal in respect of the pre-emption space offered by the Lessor in accordance with the terms of this Section 1.3. The Renter shall not have the right to rent a Pre-Emption Room in accordance with the terms of this Section 1.3 if there are less than two (2) years left before the expiry date of the Rental Agreement; However, if the Renter has an unexpired renewal option for the Rental Term in accordance with Section 2.2 of this Rental Agreement, the Renter shall have the right to irrevocably exercise that renewal option while the Renter exercises his right of first refusal under this Agreement to complete the expiration date of the Lease more than two (2) years after the start date of the first refusal.

The Renter shall not have the right to rent a Pre-Emption Room as provided for in this Section 1.3 if, at the time of the Tenant`s attempt to exercise a right of first refusal by the Renter or on the expected date of delivery of such pre-emption space to the Renter, the Renter is in default with this Rental Agreement beyond the applicable termination and repair period provided for in this Agreement. rental, or if the Renter has already been in default with this Lease (on all applicable leases) Notice and cure periods) more than once during the previous twelve (12) month period. . . .