General Right of First Refusal Sample Clauses

General Right of First Refusal. The right of first refusal set forth in this Section 9.3 (the “General Right of First Refusal”) shall apply to all Class B Membership Units and to Class A Membership Units to the extent provided for by Section 9.2.
Sample 1
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General Right of First Refusal. (a) Subject to the terms of this Agreement, any Partner may Transfer, in one or more transactions, up to an aggregate of 25% of the total Common Partnership Interests owned by
Sample 1
General Right of First Refusal. No Permitted Transfer shall occur with respect to any Class of Common Stock (other than Class B Common Stock) unless, at least ninety (90) days prior to making any such Permitted Transfer, the transferring Stockholder delivers a written notice (the “TRANSFER NOTICE”) to each Principal Stockholder that discloses in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed Permitted Transfer; provided, in the event of a Stockholder’s death, no Permitted Transfer (including, without limitation, any Transfer of any Class of Common Stock (other than Class B Common Stock) to an executor, trustee or other fiduciary or successor in interest to the deceased Stockholder) shall occur with respect to such Common Stock held (directly or indirectly) by such Stockholder immediately prior to his death until (i) a legal representative of such deceased Stockholder’s estate (or another duly authorized fiduciary or successor in interest to such deceased Stockholder) delivers to the surviving Principal Stockholders documentation identifying his authority to act as a fiduciary or other successor in interest with respect to the deceased Stockholder’s Common Stock (and delivery of such documentation shall constitute a “Transfer Notice” under this Section 4(c)); and (ii) at least ninety (90) days have elapsed after delivery to the surviving Principal Stockholders of such Transfer Notice. No Stockholder shall consummate any such Permitted Transfer until thirty (30) days (ninety (90) days in the case of a Permitted Transfer upon the death of a Stockholder) after the Transfer Notice has been delivered to each Principal Stockholder then living (the expiration of such 30 or 90-day period being the “GENERAL AUTHORIZATION DATE”). Any time prior to the General Authorization Date, each Principal Stockholder then living may elect to purchase all or a portion of such Principal Stockholder’s pro rata share of Common Stock (other than Class B Common Stock) proposed to be transferred (the “GENERAL RIGHT OF FIRST REFUSAL”) at a price equal to the greater of (i) the price set forth in the Transfer Notice; or (ii) Fair Market Value of such Common Stock proposed to be transferred; provided, in the case of a proposed Transfer by or on behalf of a Principal Stockholder (or a Transfer that would occur as a result of a Principal Stockholder’s death; such Principal Stockholder who has proposed such Transfer or died, being referred to as the “Transferor ...
Sample 1
General Right of First Refusal 
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Related to General Right of First Refusal

  • 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. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. 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. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s 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.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • 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.

  • 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.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

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