Right of First Offer Clause Example with 4 Variations from Business Contracts
This page contains Right of First Offer clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares (the "Public Shares") and Public Warrants) and Excluded Securities (as defined below) ("New Equity Securities"), the Company shall first make an o...ffer of the New Equity Securities to the Purchaser in accordance with the following provisions of this Section 4: 9 (a) Offer Notice. (i) The Company shall give written notice (the "Offering Notice") to the Purchaser stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company's offer to sell the New Equity Securities to the Purchaser, which offer shall be irrevocable for a period of ten (10) Business Days (the "ROFO Notice Period"). (b) Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) of the New Equity Securities, by delivering a written notice (a "ROFO Offer Notice") to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser's rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser's New Equity Securities to any third party without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser's New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4. (c) Excluded Securities. For purposes hereof, the term "Excluded Securities" means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO and which have the same exercise price as the Warrants (the "Private Placement Warrants"), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $2,000,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant (the "Working Capital Loans")), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares issuable upon exercise of such Warrants) issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Purchaser. 10 (d) Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser's prior written consent.View More
Variations of a "Right of First Offer" Clause from Business Contracts
Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities, including convertible indebtedness, other than the Public Units (and their component Class A Shares (the "Public Shares") and Public Warrants) and Excluded Securities (as defined below) ("New Equity Securities"...), the Company shall first make an offer to the Purchaser to purchase up to $[·]1 of the New Equity Securities to the Purchaser in accordance with the following provisions of this Section 4: 9 (a) Offer Notice. (i) The Company shall give written notice (the "Offering Notice") to the Purchaser stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company's offer to sell up to $[·] of the New Equity Securities to the Purchaser, Purchaser on the terms set forth in the Offering Notice, which offer shall be irrevocable for a period of ten (10) five (5) Business Days (the "ROFO Notice Period"). 1 ROFO entitlement will not exceed the amount of the Note Purchase Price. 11 (b) Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have have, until the end of the ROFO Notice Period Period, the right (but not obligation) to offer to purchase all (but not less than all) or a portion of the $[·] of the New Equity Securities, Securities by delivering a written notice (a "ROFO Offer Notice") to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser's rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser's $[·] portion of such New Equity Securities to any third party without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser's $[·] portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4. (c) Excluded Securities. For purposes hereof, the term "Excluded Securities" means Class B Shares (and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, private placement warrants issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO and which have the same exercise price as the Warrants (the "Private Placement Warrants"), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $2,000,000 $1,500,000 of which may be convertible at the option of the lender into warrants (at a price of the post-Business Combination entity $1.00 per warrant) having the same terms as the Private Placement Warrants Company's completed private sale of 12,400,000 warrants at a price of $1.50 $1.00 per warrant (the "Working Capital Loans")), to Anzu SPAC GP I LLC in connection with its IPO), any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares issuable upon exercise of such Warrants) securities issued by the Company pursuant to forward purchase contracts agreements entered into prior to on or after the IPO Closing date of this Agreement, other than forward purchase agreements entered into in connection with the Purchaser. 10 (d) Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue a specific Business Combination and any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser's prior written consent. connection with commercial agreements. View More
Right of First Offer. Subject to the terms and conditions of this Section 4, 5, if, in connection with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares (the "Public Shares") Shares"), Public Warrants and the Class A Shares underlying the Public Warrants) and Excluded Securities (as defined belo...w) ("New Equity Securities"), the Company shall first make an offer of the applicable pro rata New Equity Securities to the Purchaser, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, in accordance with the following provisions of this Section 4: 9 5: (a) Offer Notice. (i) The Company shall give written notice (the "Offering Notice") to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice. (ii) The Offering Notice shall constitute the Company's offer to sell the applicable pro rata New Equity Securities to the Purchaser, Purchaser and the other Forward Contract Parties, which offer shall be irrevocable for a period of ten (10) fifteen (15) Business Days (the "ROFO Notice Period"). (b) Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) or a portion of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a "ROFO Offer Notice") to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so 13 delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser's rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4, 5, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser's pro rata portion of such New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Purchaser pursuant to this Section 4 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser's pro rata portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4. 5 (c) Excluded Securities. For purposes hereof, the term "Excluded Securities" means Class B Shares (and Class A Shares for into which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, the private placement warrants issued by the Company sold to the Sponsor or an affiliate thereof its affiliates in connection with the IPO and which have the same exercise price as the Warrants (the "Private Placement Warrants"), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $2,000,000 $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 $1.00 per warrant (the "Working Capital Loans")), warrant), any securities issued by the Company as consideration to any seller in the Business Combination, and any Warrants or Class A Shares, Class B Shares (and Class A Shares for into which such Class B Shares are convertible or Class A Shares issuable upon exercise of such Warrants) convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Purchaser. 10 (d) Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser's prior written consent. Contract Parties. View More
Right of First Offer. Subject to the terms and conditions of this Section 4, 4, if, in connection with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares (the "Public Shares") Shares"), Public Warrants and the Class A Shares underlying the Public Warrants) and Excluded Securities (as defined bel...ow) ("New Equity Securities"), the Company shall first make an offer of the applicable pro rata New Equity Securities to the Purchaser in accordance with the following provisions of this Section 4: 9 4: (a) Offer Notice. (i) The Company shall give written notice (the "Offering Notice") to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice. (ii) The Offering Notice shall constitute the Company's offer to sell the applicable pro rata New Equity Securities to the Purchaser, Purchaser and the other Forward Contract Parties, which offer shall be irrevocable for a period of ten (10) five (5) Business Days (the "ROFO Notice Period"). (b) Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) or a portion of its pro rata share of the New Equity Securities, based on the 11 number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a "ROFO Offer Notice") to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser's rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser's pro rata portion of such New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Purchaser pursuant to this Section 4 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser's pro rata portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4. 4 (c) Excluded Securities. For purposes hereof, the term "Excluded Securities" means Class B Shares (and Class A Shares for into which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, the private placement warrants issued by the Company sold to the Sponsor or an affiliate thereof its affiliates in connection with the IPO and which have the same exercise price as the Warrants (the "Private Placement Warrants"), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $2,000,000 $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 $1.00 per warrant (the "Working Capital Loans")), warrant), any securities issued by the Company as consideration to any seller in the Business Combination, and any Warrants or Class A Shares, Class B Shares (and Class A Shares for into which such Class B Shares are convertible or Class A Shares issuable upon exercise of such Warrants) convertible) and Forward Purchase Warrants issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Purchaser. 10 (d) Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser's prior written consent. Contract Parties. View More
Right of First Offer. Subject to the terms and conditions of this Section 4, 4, if, in connection with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares (the "Public Shares") Shares"), Public Warrants and the Class A Shares underlying the Public Warrants) and Excluded Securities (as defined bel...ow) ("New Equity Securities"), the Company shall first make an offer of the applicable pro rata New Equity Securities to the Purchaser in accordance with the following provisions of this Section 4: 9 4: (a) Offer Notice. (i) The Company shall give written notice (the "Offering Notice") to the Purchaser and the other Forward Contract Parties stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. Securities and the applicable pro rata share of such New Equity Securities offered to the Purchaser pursuant to such Offering Notice. (ii) The Offering Notice shall constitute the Company's offer to sell the applicable pro rata New Equity Securities to the Purchaser, Purchaser and 11 the other Forward Contract Parties, which offer shall be irrevocable for a period of ten (10) five (5) Business Days (the "ROFO Notice Period"). (b) Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) or a portion of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a "ROFO Offer Notice") to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser's rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser's pro rata portion of such New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Purchaser pursuant to this Section 4 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser's pro rata portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4. 4. (c) Excluded Securities. For purposes hereof, the term "Excluded Securities" means Class B Shares (and Class A Shares for into which such Class B Shares are convertible) issued to the Sponsor and certain directors of the Company prior to the IPO, the private placement warrants issued by the Company sold to the Sponsor or an affiliate thereof its affiliates in connection with the IPO and which have the same exercise price as the Warrants (the "Private Placement Warrants"), warrants issued upon the conversion of working capital loans to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial Business Combination (up to $2,000,000 $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 $1.00 per warrant (the "Working Capital Loans")), warrant), any securities issued by the Company as consideration to any seller in the Business Combination, and any Warrants or Class A Shares, Class B Shares (and Class A Shares for into which such Class B Shares are convertible or Class A Shares issuable upon exercise of such Warrants) convertible) and Forward Purchase Warrants 12 issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Purchaser. 10 (d) Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement Warrants and the securities to be issued in the IPO) without the Purchaser's prior written consent. Contract Parties. View More
