ROCKET COMPANIES, INC.Lease Amendment Agreement
Tenant is granted the right of first refusal to lease all premises in the Building, as set forth in the Lease.
Clause Library
Right of First Refusal Clause Examples
A contractual provision giving a party the first opportunity to make an offer or match an offer before the rights holder can accept an offer from a third party.
20 examplesSourced from SEC EDGAR
Right of First Refusal Clause Overview
A right of first refusal (ROFR) gives one party the chance to match a third-party offer, on shares, property, or a contract renewal, before the other party can accept that outside offer.
It's used when a party wants a say in who they end up doing business with, such as existing shareholders controlling who can buy into a company, or a tenant getting first crack at buying a property before it's sold to someone else.
Pay attention to the timeline for exercising the right, whether it must match every term of the third-party offer and not just price, and what happens if the right-holder doesn't respond within the window. A vague trigger or deadline is a common source of disputes.
Sample Clauses - Right of First Refusal
TIMBERLINE RESOURCES CORPLimited Liability Company Agreement2020-01-10DEGold and Silver Ores
Except for Permitted Transfers described in Section 8.2(a)(i) through (a)(iv), no Member (the "Selling Member") may Transfer all or any portion of its Interest to any Person, unless the Selling Member first provides an offer notice (an "Offer Notice") to the other Member (the "Notified Member") stating that the Selling Member desires to Transfer all or a portion of its Interest, designating the specific portion of the Interest (the "Offered Interest") that the Selling Member desires to Transfer, and specifying the proposed purchase price (the "Offered Price") and all of the other proposed terms and conditions of the proposed Transfer of the Offered Interest (the "Offered Terms")
2U, INC.Office Lease2017-02-24DEServices-Prepackaged Software
Tenant shall have the following expansion rights with respect to the full third (3rd) floor, and the full fourth (4th) floor of the Building (each of the third (3rd) floor and the fourth (4th) floor, an "Expansion Premises"). Commencing on the Effective Date, Tenant may, at any time and from time to time, lease the ROFR Premises pursuant to the ROFR Procedure (as defined below).
2U, INC.Office Lease2017-02-24DEServices-Prepackaged Software
Tenant shall have the following expansion rights with respect to the full third (3rd) floor, and the full fourth (4th) floor of the Building (each of the third (3rd) floor and the fourth (4th) floor, an "Expansion Premises"). Commencing on the Effective Date, Tenant may, at any time and from time to time, lease the ROFR Premises pursuant to the ROFR Procedure (as defined below).
AMPCO PITTSBURGH CORPMaster Lease Agreement2018-11-09PAPumps & Pumping Equipment
If Lessor receives a bona fide offer to purchase a Property, Lessor shall provide Lessee with a copy of the offer. Lessee has the right to purchase Lessor's interest in the Property for the same price and on the same terms as the offer, subject to certain conditions.
ARCUS BIOSCIENCES, INC.Third Amendment to Office Lease2020-08-06DEPharmaceutical Preparations
The right of first refusal set forth in Section 9 of the Second Amendment shall continue to apply during the Lease Term as to the Existing Premises and the Third Expansion Term, provided that the First Refusal Space is hereby modified such that it also includes all or any portion of the building located at 3955 Trust Way which is commonly known as Building H.
BEBOP CHANNEL CORPFounder's Restricted Stock Purchase Agreement2020-08-31NYServices-Allied To Motion Picture Distribution
Before any Shares held by Purchaser or any transferee of such Shares (either sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal to purchase the Shares to be sold or transferred (the "Offered Shares") on the terms and conditions set forth in this Section (the "Right of First Refusal").
ACADIA PHARMACEUTICALS INCFirst Amendment to Office Lease2020-05-08DEPharmaceutical Preparations
As of the date hereof, Landlord hereby grants to the Tenant originally named herein (the 'Original Tenant') and its Permitted Transferee Assignee a one-time right of first refusal (the 'Right of First Refusal') with respect to the space comprised of
AGRIFY CORPSupply Agreement2021-01-13NVAgricultural Services
We have agreed to grant Maxim, for the twelve (12) month period following the commencement of sales of this offering, a right of first refusal to act as lead managing underwriter and book runner for any and all future public or private equity, equity-linked offerings during such twelve (12) month period by us, or any successor to or any subsidiary of our company subject to such procedures as agreed upon in the underwriting agreement.
AILERON THERAPEUTICS INCCommercial Lease Agreement2017-06-02DEPharmaceutical Preparations
As of the date hereof, Tenant has no further rights, and Landlord has no further obligations, pursuant to Section 6 of the Lease.
ALCOA UPSTREAM CORPLand Lease Agreement2016-08-12DEPrimary Production of Aluminum
If this option to purchase the premises, or portion thereof, is not exercised by the Lessee within the prescribed time, Lessor will be free to sell its interest in the Premises to the person who made the original offer, under the terms and conditions and for the price stated in that original offer, under the terms and conditions and for the price stated in that original offer which had been submitted to the Lessee along with Lessor's notice of intention to sell. If Lessor wishes to sell to such offeror on terms materially more beneficial to the offeror, Lessor shall be required to renotify Lessee of such changed terms pursuant to subparagraph (b) above and Lessee will be entitled to exercise its right of first refusal as to such amended terms.
AMPCO PITTSBURGH CORPMaster Lease Agreement2018-11-09PAPumps & Pumping Equipment
If Lessor receives a bona fide offer to purchase a Property, Lessor shall provide Lessee with a copy of the offer. Lessee has the right to purchase Lessor's interest in the Property for the same price and on the same terms as the offer, subject to certain conditions.
ARCUS BIOSCIENCES, INC.Third Amendment to Office Lease2020-08-06DEPharmaceutical Preparations
The right of first refusal set forth in Section 9 of the Second Amendment shall continue to apply during the Lease Term as to the Existing Premises and the Third Expansion Term, provided that the First Refusal Space is hereby modified such that it also includes all or any portion of the building located at 3955 Trust Way which is commonly known as Building H.
AVEDRO INCEquity Incentive Plan2018-11-15DEPharmaceutical Preparations
Subject to the 'Repurchase Limitation' in Section 8(m), the Option or SAR may include a term whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Except as otherwise provided in this Section 5(o) or in the applicable Stock Award Agreement, a right of first refusal will comply with the Company's bylaws.
BANK 2017-BNK4Commercial Mortgage Pass-Through Certificates Prospectus
The property manager, [Company.Name], has a right of first refusal to purchase the [Property.Name]. A Subordination, Non-Disturbance and Attornment Agreement was entered into with [Company.Name], which states that the right of first refusal does not apply to a foreclosure, including judicial and nonjudicial foreclosure and deed-in-lieu of foreclosure, but will apply to subsequent transfers.
BANK 2017-BNK4Commercial Mortgage Pass-Through Certificates Prospectus
The hotel manager, Marriott Hotel Services, Inc., has a right of first refusal in connection with any proposed bona fide offer to purchase the hotel portion of the Mortgaged Property. The hotel management agreement states that such right of first refusal is subordinate to the mortgage so long as (i) in the event the lender comes into possession of the hotel portion of the property by virtue of a foreclosure or deed-in-lieu thereof of the Mortgaged Property, Marriott Hotel Services, Inc. may not be disturbed in its rights under the hotel management agreement, and (ii) no other event has happened or condition exists that allows the borrower to terminate the hotel management.
BIOPHYTIS SALicense Agreement
As long as BIOPHYTIS enjoys exclusive exploitation rights over the share of the ESTABLISHMENTS within the SCOPE and the TERRITORY, BIOPHYTIS will have a right of first refusal on any concession of commercial exploitation rights of one or more PATENT(S) outside the SCOPE.
CIRIUS THERAPEUTICS, INC.Assignment and Assumption of Lease2019-01-11DEPharmaceutical Preparations
Tenant shall have a Right of First Refusal on the adjacent Suite - 4th floor South, comprised of 2,306 square feet. The current Lease on 4th floor south expires in August 2012.
CIRIUS THERAPEUTICS, INC.Assignment and Assumption of Lease2019-01-11DEPharmaceutical Preparations
Landlord hereby grants Tenant a right of first refusal to lease the suite known as "4th Floor South". If Landlord is in negotiations with a proposed tenant for such suite, and such negotiations result in a letter of intent, Landlord shall provide Tenant with a copy of such letter of intent, together with a copy of the proposed lease. Tenant may elect to lease all, but not less than all, of the space which is the subject of the letter of intent and proposed lease, on the same terms and conditions set forth therein, by giving Landlord written notice thereof within five (5) days after receipt of such documents.
COTTONWOOD MULTIFAMILY REIT II, INC.Joint Venture Agreement2016-12-23MDReal Estate Investment Trusts
If a Member intends to transfer their Interest, they must provide written notice to the other Member and offer to sell the Interest at the price intended for a third-party transaction. The other Member has the option to accept the offer within a specified period and purchase the Interest.
All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.
Frequently Asked Questions
- What is the Right of First Refusal clause?
- A contractual provision giving a party the first opportunity to make an offer or match an offer before the rights holder can accept an offer from a third party.
- When would a contract include the Right of First Refusal clause?
- Parties typically add a clause like this when the underlying issue is important enough that they want the agreement itself to state a clear, negotiated position, rather than leaving it to interpretation, industry custom, or whatever default rule would otherwise apply. How specific the wording gets usually reflects how much this point mattered in negotiation.
- What should I watch for when reviewing the Right of First Refusal clause?
- Wording for this type of clause varies a lot between contracts, scope, triggering conditions, exceptions, and any related defined terms are often heavily negotiated. When reviewing one, compare it against your own priorities rather than assuming a standard or "market" version applies, and check how it interacts with other clauses in the same agreement.
- Is this clause legally required, and can I just copy an example into my contract?
- Whether a clause like this is needed, and exactly how it should be worded, depends on the contract, the industry, and the laws that apply to that specific agreement. The examples on this page are for general education and reference, not legal advice, so for a contract you intend to sign, have the specific language reviewed by a qualified lawyer.