Garneau Lofts realized they probably had to offer the Eye Care premises to Koppe in order to comply with the lease and so called him and told him he could purchase the property for $390,000 but he needed to decide very quickly. Section 31 of the lease, after all, said that Koppe had a ten (10) day first right of refusal . Some owners may never want to sell or want to leave such matters to their heirs. All they have to do is notify the holder, before they list the property for sale, of the terms they are willing to accept. Rights of First Refusal So long as any portion of Convertible Debentures are outstanding, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyers such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. If the owner receives a bona fide offer that they want to accept, the holder of the right of first refusal has a specified amount of time to match that offer and buy the property. The Offer to Lease which Koppe and Garneau Lofts Inc. had entered into contained a heading entitled Option to Purchase, which was followed by both typewritten and handwritten words. It is a property interest because section 63(1) of the Law of Property Act, R.S.A. The handwritten words followed, added at the instance of Koppe and set out that [d]uring the period July 1, 1999 to June 30, 2002, Dr. Sandy Koppe shall have first right of refusal to purchase the lease space for $180 per sq. Judicial. Pregmon offers more than 25 years experience in real estate law and has helped scores of clients find creative solutions to their conservation goals. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Owners may tell an organization that they will be sure to contact the organization if they ever consider selling, but experience suggests that such assurances should not inspire confidence: when owners eventually come around to selling, they may have forgotten conversations of years passed or think it not worth the trouble of reaching out to what they perceive as a cash-strapped organization. A right of first refusal is a mechanism in a contract that affords the holder of such right the preference to buy a particular property, should the owner ever choose to sell it. Patricia L. Pregmon, attorney at law, and Andrew M. Lozaare the authors. The owner of the property, however, does have to sell the property to the holder of the option if the holder performs all terms and conditions of the option. If the right of first offer is coupled , If an owner intends to accept an offer for the purchase of his or her land, the holder of a right of first refusal has the opportunity to purchase the land at the price and terms offered by the prospective buyer. Tenant shall have a right of first opportunity to purchase the Building in accordance with the terms of Exhibit 37 attached hereto. A Right of First Refusal to Purchase is a lease clause that gives the tenant the right to have the first opportunity to buy a property or space at the same price and on the same terms and conditions as those contained in a third party offer that the owner has expressed a willingness to accept, or at a set price the owner has agreed to accept upon a decision to sell in the future. Pennsylvania Department of Conservation and Natural Resources, Bureau of Recreation and Conservation. (866) 638-3627, Level 11, 1 Margaret Street The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (Exercise Period(s)) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________, Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Parsec Capital Acquisitions Corp (the Company) in the amount of $[ ] in accordance with the terms hereof. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. Rate per mile. An option is a right that the owner of a real property (the "optionor") gives to another person (the "optionee") to buy certain property at a fixed price for a definitive duration. The only third party offer was the one for $345,000 from CRH Capital Corporation. The redeveloped property, with shops on the main floor, became known as the Garneau Lofts, combining unique, luxurious suites with a popular Whyte Avenue location. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Koppe did make the offer to purchase on behalf of Eye Care, but after three months, the deal collapsed. As used herein, the following terms shall have the following meanings: Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. Optimally, an organization will obtain from the owners rights of first offer, negotiation, and refusalan opportunity for a first offer to be made and considered with sufficient time to negotiate a mutually acceptable transaction followed by a right of first refusal if the negotiation is unsuccessful. A prospective buyer typically gives the seller only a few days to accept an offer. Reading Bridge House Landlord grants to Tenant a one-time right of first offer to purchase the property (including the land, the Building, all other improvements and appurtenances thereto) (the Purchase ROFO) if Landlord elects during the term to sell, transfer or otherwise convey the property. There is no guarantee that it is up to date or error free. The opportunity more specifically may be for the organization to accept or make an offer o, The holder of a right of first offer has the opportunity to purchase land at the landowners asking price before other prospective purchasers have an opportunity. A right of first refusal is triggered only after the owners have successfully marketed the property. The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. thereafter, CRH Capital Corporation made an offer of $345,000 for the property, $45,000 less than the collapsed deal and much closer to Koppe expired option price. Airplane*. He had leased it on behalf of his employer, Eye Care Optometric Group Ltd., a company in which his daughters were the only directors and shareholders. D - Form of Right of First Offer to Purchase Agreement . Right of First Opportunity Provided Tenant has fully and timely performed all of its obligations hereunder, at any time that space adjacent to the Premises on the second floor becomes available for lease after initially having been leased to and occupied by a third party (the Option Space), Tenant shall have a right of first opportunity to lease the Option Space (in whole, not in part). The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (Exercise Period(s)) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________. Option to Purchase Shares The Company hereby grants to the Optionee an Option (the Option), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Companys common stock (the Stock). As such, an organization may reasonably conclude that the low risks and costs do not merit pursuit of subordination. Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The Company shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Companys Notice, and at such time the Selling Stockholder shall deliver to the Company the certificate(s) representing the Selling Stockholder Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. Sample Clauses. During the Term and so long as no Event of Default shall have occurred and is then continuing, Lessee shall have the first right to purchase the Premises if Lessor receives a bona fide offer to purchase the same from a third party which it desires to accept, or if Lessor offers to sell the same. Example. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. Garneau Lofts had an alternative argument as well, namely, that section 31 was so uncertain and vague that it was not enforceable. A reasonable period for negotiation may be 30 days and often up to 90. Right of First Opportunity to Purchase. Sample 1. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment. However, Garneay Lofts was not interested in accepting CRHs $345,000 offer. The Model Grant of Purchase Option is used to establish the right of an organization to purchase property for a fixed or ascertainable price at a fixed time. D. Title Insurance. Clause: First Option to Purchase. $1.74. If the holder of the right declines to purchase on those exact terms, the owner is the, A conservation easement limits certain uses of the land in order to advance one or more conservation objectives while keeping the land in the owners control. Once Mr. Justice Clackson determined that section 31 had to be triggered by a bona fide offer that the owner wanted to accept, the result followed quickly. An elderly owner prefers his land to be acquired by the organization upon his death but without any detriment to the value of his estate. Example. The organization will lose its rights under grants of first offer and first refusal if all three of these conditions are present: However, if the risk of foreclosure is low and the organization is paying little, if anything, for the rights, the owners are unlikely to be willing to obtain subordination given the difficulty involved. Warrants. An alternative configuration has the holder, rather than the landowners, making the first offer. (WeConservePA guide; 5 pages), A purchase option assures the option holder of the right to purchase property at a certain price within a certain time period but without an obligation to do so. Option to Purchase; Option to Purchase Shares; Election into Purchase; Even if agreement is not reached, the organization has had the opportunity to (1) build a relationship with the owners that may lead to successful future negotiations after the property has been exposed to the market; (2) educate the owners on a range of conservation options; and (3) better familiarize itself with the property. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent or exchange agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. There is no Death Benefit payable to the Beneficiary under this Option. Example. Years later the organization receives notice from the owners of their intent to sell the property: A prudent organization will want the owners promises regarding a right of first offer or right of first refusal to be both in writing and in recordable form: Grants of rights of first offer, negotiation, and refusal must be carefully negotiated and drafted to achieve the desired outcome. Tenant shall have 5 business days after receipt of Landlords notice to notify Landlord whether or not Tenant is interested in leasing the Option Space. These rights are often combined so that the holder has the first opportunity to act on owners interest in selling and the assurance that, if the owners initial expectations regarding the propertys value are unrealistic (that is, before the property is placed on the market), there is still the opportunity to match a price offered by a third-party buyer after the property has been exposed to the market. Section 30 of the Lease contained an option to purchase at $342,000, which was $180 per square foot plus G.S.T. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, an aggregate number of fully paid and non-assessable shares of Common Stock equal to the quotient derived by dividing (a) the Warrant Coverage (as defined below) by (b) the Exercise Price (as defined below). Lehi, Utah 84043 The Model Grant of Purchase Option may b. Option to Purchase and Right of First Refusal. Making a right of first refusal to acquire an interest in land protects the holders of such rights in cases where the owner of the land breached their contractual promise and did not give the right holder the first opportunity to purchase but agreed to sell the land to a third party. An option to purchase is not a conveyance or deed of purchase. Alternatively, a right of first offer can be structured to have the holder, upon notice from the owners that they are interested in selling, make the first offer. Section 31 specified that [p]rovided the tenant has not exercised his option to purchase aforesaid and has not sublet or assigned the demised premises, the tenant shall have a ten (10) day first right of refusal commencing the period July 1, 1999 to and including June 30, 2002, to purchase the demised premises provided the purchase price is set at $180 per square foot plus G.S.T. (emphasis added). Prior to entering into any legally binding agreement with, or granting any legally binding, unconditional rights to, a third party to purchase or acquire title to the Parcels, Landlord shall notify Tenant (the Purchase ROFO Notice). Filter & Hunt. For example, a business owner may have the first right to consider buying or selling a supplier's goods. Date: , 20[ ] (Signature) (Address) (Tax Identification Numbers) Signature Guaranteed THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. Combining a right of first refusal with a right of first offer (and negotiation) can ameliorate this serious time constraint. A right of first negotiation is not a stand-alone right but an add-on to the right of first offer. In order to exercise the option, Tenant shall notify the Landlord in writing and deposit with Landlord the sum of $ 10,000 (the "Deposit"). Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the Right of First Refusal) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (Future Offerings) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date.
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first option to purchase clause
