first option to purchase clausefirst option to purchase clause

The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. "Rights of Holder of First Refusal Option on Real Property in Event of Sale at Foreclosure or Other Voluntary Sale," 17 A.L.R. Strategies. This is the most common and simplest form of option. 4 Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the Register shall be conclusively presumed to have been given regardless of whether the owner receives such notice. Related Clauses. 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. 17.207. An oral promise is of doubtful enforceability under Pennsylvania law. The parties agree if, at any time within five (5) years from the date of the Memorandum of Option to Purchase, Academy . 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. Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement. The lease had expired but Koppe continued in the lease space. 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). 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. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. The typewritten words stated that during the period July 1, 1997 to June 30, 1999, Dr. Sandy Koppe shall have an option to purchase his lease space for $180 per sq. 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. WeConservePA has published at the WeConservePA.org library a number of guides and model documents (accompanied by expansive commentaries) to help organizations obtain commitments from owners regarding the potential future sale of their property interests. The organization probably will need time to obtain financing as well. Life Annuity - An annuity payable during the lifetime of the Annuitant, ceasing with the last payment due prior to the death of the Annuitant. Typically, during the option term the optionor usually . ft. plus G.S.T. (emphasis added). 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. Judicial. Similarly, the Option Space shall not be considered available if the then current tenant of that space wishes to remain there via exercise of a renewal right or by negotiation with Landlord. In Alberta, a right of first refusal is a property interest in the land even before it has been triggered. 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. F - Selected Cases Regarding "Same Terms and Conditions" . 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. The principal advantage to an organization of holding a right of first offer is that the organization will be alerted when the property will soon be available for purchase. 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. The holder of the option does not have to buy the property. ConservationTools.org is administered by: Additional filters are available in search. The Model Grant of Right of First Offer and Model Grant of Right of First Refusal provide templates for establishing rights for the holder and, together with their respective commentaries, provide the user with guides to key issues that need to be resolved when establishing these rights. Loza has served since 2000 as executive director of WeConservePA where he leads public policy initiatives, writes and edits technical guidance, and implements various assistance, training, and education programs to advance conservation. The Model Grant of Right of First Offer provides that both parties will negotiate in good faith during the negotiation period. 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 [ ]. Modes of Transportation. The Exercise Price of such shares are subject to adjustment as provided in Section 8. Sample Option to Purchase Clause from a Commercial Lease: At any time during the Term, Tenant shall have an option to purchase the Premises for the price of One Hundred Thousand and No/100 Dollars ($100,000). Reading RG1 8LS 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. All 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. Option to Lease 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 cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if any, which have been continuously occupied by the Assuming Institution from Bank Closing to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided, that the exercise of this option with respect to any lease must be as to all premises or other property subject to the lease. Company Right of First Refusal For a period of ten (10) days following receipt of any Notice described in Section 6.1, the Company shall have the right to purchase all or a portion, of the Selling Stockholder Shares subject to such Notice on the same terms and conditions as set forth therein. 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. January 1, 2023. Option to Purchase; Option to Purchase Shares; Election into Purchase; Right of First Offer Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). The owners are good stewards of the land but have no interest in selling at present; nor are they likely to want to sell while they are healthy and still enjoying the land, deferring such matters involving mortality to the future, most likely to their estate and heirs. Some owners may never want to sell or want to leave such matters to their heirs. The standard clause is drafted to fit into standard document commercial leases offered by Practical . 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. Right of First Offer to Purchase. Mr. Justice Clackson agreed that there was an ambiguity in section 31 about what was meant If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. When Option Space becomes available, Landlord shall notify Tenant of the size, location and estimated date of availability of the Option Space and the terms on which Landlord is interested in leasing the space. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. If the owner of a reserved housing unit wishes to sell the unit during the regulated term, the authority or an entity approved by the authority shall have the first option to purchase the unit. Patricia L. Pregmon, attorney at law, and Andrew M. Lozaare the authors. It is a property interest because section 63(1) of the Law of Property Act, R.S.A. The latter would be typical of commercial rights of first refusal, but section 31 said nothing about whether the offer had to be bona fide or whether it had to be acceptable to Garneau Lofts. The Assuming Institution agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6. 47.RIGHT OF FIRST OFFER TO PURCHASE. However, as explained, the owner granting a right of first refusal is likely to want to be sure that the time allowed to the organization to respond is short. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (Shares), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: 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 (c) below. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Companys options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company. The Companys purchase right shall be exercised by written notice signed by an officer of the Company (the Company Notice) and delivered to the Selling Stockholder within such ten (10) day period. The owners must hold off accepting a satisfactory offer received from a third party during the acceptance period specified in the grant of right of first refusal so that the holder can decide whether to match it. NYISO, Connecting Transmission Owner and Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify such Stand Alone System Upgrade Facilities in Appendix A hereto. A right of first negotiation appended to the right of first offer allows the organization time to organize a responsible and responsive counteroffer based on market information and an analysis of physical and legal constraints on the propertys developability. The goal of the organization is to add the land to its adjacent preserve. 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. A landowner may not be ready to sell their property but may be willingif and when they are ready to sellto provide an organization with the opportunity to purchase the property before it is sold to another. A prospective buyer typically gives the seller only a few days to accept an offer. Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement. Many owners have unrealistic expectations regarding the market value of their property, resulting in their first offer to the organization being unacceptably over-priced. (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. 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 ______________. Combining a right of first refusal with a right of first offer (and negotiation) can ameliorate this serious time constraint. 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. 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). First Option to Purchase Sample Clauses. ft. plus G.S.T. (emphasis added). Both a right of first offer (with or without negotiation) and a right of first refusal provide to an organization the guarantee of an opportunity to purchase a property. 7. Koppe argued that section 31 was a second option to purchase and, as such, did not require an offer from a third party before Koppe could exercise it. Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company. 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. A purchase option is a right to purchase or lease land or other property interests without any obligation to do so. The only third party offer was the one for $345,000 from CRH Capital Corporation. 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. +52 55 5985 3005, Brazil The organization can educate the owners on conservation strategies that may benefit them or be of interest to them, whether or not the organization is in a position to purchase. An option- to-purchase agreement is an arrangement in which, for a fee, a tenant or investor acquires the right to purchase real property sometime in the future. Sample 1. by first right of refusal. 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. A right of first refusal is usually used if the potential purchaser wants to have the opportunity to buy the land should it come on 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. Part of the reason Koppe had room to make these two arguments is, of course, the phrase he added in handwriting to describe the right he wanted, the awkward sounding first right of refusal. Garneau Lofts, of course, argued that Koppe had a right of first refusal which was only triggered by a bona fide offer by a third party which was acceptable to the owner the usual understanding of a right of first refusal. If it requests a right of first offer and does not clarify that it wants the offer followed by a period of good faith negotiation and a right of first refusal, it will likely ultimately receive an offer that demands too much for the property with no opportunity to negotiate and no guarantee that the owners will come back to the organization once market realities realign the owners expectations. The option is a mere offer that binds the optionor to sell, but does not obligate the optionee to do anything. Right of First Offer and Right of First Refusal, Conservation Easements: An Introduction for Private Landowners, Model Grant of Purchase Option with Commentary, Purchase Options: Gaining the Right Without the Obligation to Acquire Property Interests, Community Conservation Partnerships Program, Environmental Stewardship Fund, Pennsylvania Department of Conservation and Natural Resources, Bureau of Recreation and Conservation. D. Title Insurance. . Data for Option W1 W1.1 The Adjudicator the person selected from the ICE-SA Division (or its successor body) of the South African Institution of Civil Engineering Panel of Adjudicators by the Party intending to refer a dispute to him. The Assuming Institution shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter into subleases or new leases in lieu thereof). EXHIBIT B PRIVATE PLACEMENT WARRANTS, WORKING CAPITAL WARRANTS, AND EXTENSION WARRANTS LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. I've found it very easy to use. Mr. Justice Clackson did not have to address the question of whether this offer was a bona fide one, despite some suggestion in his summary of the facts that its bona fides might be questionable. Option to Build If the dates designated by Developer are not acceptable to Connecting Transmission Owner, the Connecting Transmission Owner shall so notify the Developer and NYISO within thirty (30) Calendar Days, and unless the Developer and Connecting Transmission Owner agree otherwise, Developer shall have the option to assume responsibility for the design, procurement and construction of Connecting Transmission Owners Attachment Facilities and Stand Alone System Upgrade Facilities on the dates specified in Article 5.1.2; provided that if an Attachment Facility or Stand Alone System Upgrade Facility is needed for more than one Developers project, Developers option to build such Facility shall be contingent on the agreement of all other affected Developers. Instead of buying the property right away, an option allows the buyer to pay a certain sum of money for the right to purchase the property on or before a later date. 3 D - Form of Right of First Offer to Purchase Agreement . (see xxx. WeConservePA offers this guide thanks to support from the William Penn Foundationand the Community Conservation Partnerships Program, Environmental Stewardship Fund, under the administration of the Pennsylvania Department of Conservation and Natural Resources, Bureau of Recreation and Conservation.