RightofFirstOfferAgreement优先权条约doc.docx

1、RightofFirstOfferAgreement优先权条约docRight of First Offer Agreement优先权协议 - A.Seller and Buyer are parties to an Asset Sale, Purchase and Transfer Agreement dated _,_,_(M/D/Y) (the Purchase Agreement ), pursuant to which Seller has agreed to buy certain timberland and related assets in the state of _(ST

2、ATE).B.All capitalized terms not otherwise defined herein shall have the meanings given in the Purchase Agreement.C.Buyer and Seller desire to enter into this Agreement to provide Seller with certain rights with respect to the Timberland Properties.NOW, THEREFORE, it is agreed as follows:1. Notwiths

3、tanding anything to the contrary in this Agreement for a period of 25 years following the Initial Closing, any sale or other transfer by Buyer of its interest in the Timberland Properties, or any portion thereof, other than Exempt Transfers as defined in Section 5 shall be subject to Sellers right o

4、f first offer as provided below.2. Subject to the provisions of Section 1, in the event Buyer desires to sell or otherwise transfer, whether directly or indirectly, all or any part of the Timberland Properties (the Offered Property ), it shall give a notice (the First Offer Notice ) to Seller. The F

5、irst Offer Notice shall specify the price and terms of sale including, without limitation, the description of the Offered Property, the type of deed to be delivered, the exceptions to which the Offered Property will be subject, whether or not title insurance will be provided, and the allocation of r

6、esponsibility for sales and documentary taxes and other closing costs. The First Offer Notice shall constitute an offer by Buyer to sell its interest in the Offered Property to Seller on the price and terms and conditions set forth in such notice. Seller, if it desires to accept such offer, shall, w

7、ithin 30 days after the giving of the First Offer Notice, give Buyer written notice to such effect (the Acceptance Notice ). If Seller shall fail to give the Acceptance Notice within the time period provided, Seller shall be deemed to have consented to the proposed sale and Buyer may sell its intere

8、st in the Offered Property upon the price and terms and conditions set forth in the First Offer Notice at any time within six months of the expiration of the time period for the giving of the Acceptance Notice; provided, however, that Buyer may only, during such period, sell at any price equal to or

9、 greater than 100 percent the price stated in the First Offer Notice and on terms no more favorable to the purchaser than the terms included in the First Offer Notice.3. In the event that Seller gives Buyer an Acceptance Notice, then, on such business day as Seller shall set forth in the Acceptance

10、Notice, which shall be not less than 30 days nor more than 90 days after the giving of the Acceptance Notice, Seller shall purchase the Offered Property for the purchase price stated in the First Offer Notice and upon the other terms and conditions of the First Offer Notice. The closing of the sale

11、shall be held in the offices of The Campbell Group, Inc., in Portland, _(STATE), or at such other place as the parties to the sale may mutually agree, on the date selected as provided above. At the closing, Buyer shall deliver to Seller its deed in the form and subject to the exceptions stated in th

12、e First Offer Notice.4. Notwithstanding anything to the contrary in this Agreement, if any part of the Offered Property to be purchased by Seller pursuant to this Agreement does not have legal, historical, or practical access rights sufficient for timber harvest activity in accordance with then curr

13、ent industry practices for Northwestern _(STATE), then such purchase shall include, whether or not described in the First Offer Notice or the Acceptance Notice with respect thereto, additional land or easements providing for such rights of way for access and utilities over reasonable routes on or ap

14、purtenant to such Offered Property but over land owned by Buyer or entities controlled by Buyer as shall be necessary for Seller, its successors and assigns, to have such access, in perpetuity, to the purchased Offered Property. No such easements shall unreasonably interfere with Buyers current or c

15、ontemplated forestry operations.5. The provisions of this Agreement shall not apply to discretionary sales by Buyer and entities controlled by Buyer of not more than _ acres in the aggregate, cutting contracts entered into by Buyer and entities controlled by Buyer of not more than _ acres in the agg

16、regate, none of which shall have a duration in excess of 36 months; transfers or leases (including the assignment of existing leases) of mineral rights, including but not limited to the transfer or leasing of geological formations useful for the underground storage of natural gas, compressed air, an

17、d other gaseous substances; right of way easements granted in the ordinary course of business, changes of ownership between Buyer and controlled entities, or distributions in kind to owners of a controlled entity (collectively Exempt Transfers provided that Buyer shall give Seller written notice of

18、each proposed Exempt Transfer at least 30 days prior to the consummation of the transfer and; provided further that in case of changes of ownership between Buyer and controlled entities or distributions in kind, the property transferred shall remain subject to the provisions of this Agreement and Bu

19、yer shall deliver to Seller a written acknowledgment of the transferee that it is bound by the provisions of this Agreement.6. In the event of a sale to a third party pursuant to paragraph 2 or an exempt transfer to an independent third party pursuant to paragraph 5, Seller shall, at the request of

20、Buyer, execute and acknowledge a memorandum for recording to evidence that the transferred property is no longer subject to Sellers rights under this Agreement.7. The parties shall cause a memorandum of Sellers Right of First Offer in the form of Exhibit A attached hereto, to be recorded in the offi

21、cial records of Columbia County, Washington County, Clatsop County, and Tillamook County, _(STATE).8. Any question, controversy, or claim arising under or relating to this Agreement shall be settled by arbitration in accordance with the provisions of Section 9.2 of the Purchase Agreement, except tha

22、t the arbitration hearing shall be held in Portland, _(STATE).9. Any notices to be delivered pursuant to this Agreement will be delivered as specified in Section 12.5 of the Purchase Agreement.10. This Agreement shall be binding on each buyer under the Purchase Agreement controlled by Buyer. Seller

23、may require as a condition of conveyance of a portion of the Timberland Properties to any buyer controlled by Buyer other than Buyer, that such buyer execute an instrument agreeing to be bound by the terms of this Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of th

24、e date first above written.Right of First Refusal Agreement优先取舍权协议 - THIS AGREEMENT is made as of _,_,_(M/D/Y), among AAA, Inc., a Delaware corporation (the Company ), and the undersigned holders of Series A Preferred Stock of the Company (the Stockholders ).WHEREAS, in connection with the Companys

25、Series A Preferred Stock financing, the Company has sold shares of its Series A Preferred Stock to the Stockholders; andWHEREAS, the Stockholders have agreed to grant the Company a Right of First Refusal with respect to all shares of the Companys Preferred Stock or Common Stock owned by them or issu

26、ed to them in the future with respect to such shares in any stock dividend, stock split, reclassification or similar event (the Shares ).THEREFORE, the undersigned agree as follows:1. Shares. Upon closing of the Series A Preferred Stock financing with the Company pursuant to which the Stockholders p

27、urchase shares of the Companys Series A Preferred Stock, each Stockholder hereby severally represents that it owns that number of shares of Preferred Stock set forth opposite its name on Exhibit A to the Series A Preferred Stock Purchase Agreement of even date herewith.2. Companys Right of First Ref

28、usal. Before any Shares held by a Stockholder (a Selling Stockholder ) or any transferee (either being sometimes referred to herein as the Holder ) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusa

29、l to purchase the Shares on the terms and conditions set forth in this Section (the Right of First Refusal ).(a) Notice of Proposed Transfer. The Selling Stockholder shall (a) deliver to the Company a written notice (the Notice ) stating: (i) the Selling Stockholders bona fide intention to sell or o

30、therwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ( Proposed Transferee (iii) the number of Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the

31、Shares (the Offered Price and (v) the material terms and conditions of the proposed transfer (the Offer Terms ) and (b) offer the Shares at the Offered Price and on the Offer Terms to the Company or its assignee(s).(b) Exercise of Right of First Refusal. At any time within 30 days after receipt of t

32、he Notice, the Company and/or its assignee(s) may, by giving written notice to the Selling Stockholder, 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 and on the terms determined in accordance with subsection (c) below.(c) Purchase Price. The purchase price ( Purchase Price ) for the Shares purchased by the Company or its assignee(s) under this Section shall be