Company Right of First Refusal Sample Clauses

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.
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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. The Company’s 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 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 Company’s 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. The Selling Stockholder Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock.
Company Right of First Refusal. In the event that the Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”), the Achari Put Holders hereby unconditionally and irrevocably grant to the Company a right of first refusal (the “Company ROFR”) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company to deliver an Acceptance Notice (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) hours from the time of delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put...
Company Right of First Refusal. For a period of thirty (30) days following receipt of any Notice described in Section 2.1, the Company shall have the right to purchase all or a portion of the Key Holder Stock subject to such Notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within such thirty (30) day period. The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) business days after delivery of the Company Notice, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock.
Company Right of First Refusal. (a) If a Management Shareholder (an "Offeror") desires to Transfer Shares to another Management Shareholder pursuant to the provisions of Section 3.5(a)(v):
Company Right of First Refusal. For a period of 20 days following the date (the “Transfer Notice Date”) on which the Transfer Notice is given by the Transferring Holder (the “Company Acceptance Period”), the Company shall have the right to purchase all or any portion of the Transfer Shares on the same terms and conditions as set forth in the Transfer Notice. If the Company wishes to exercise its right to purchase all or any portion of the Transfer Shares, it shall give written notice (the “Company Notice”) to the Transferring Holder no later than the expiration of the Company Acceptance Period. The Company Notice shall state that the Company wishes to purchase all of the Transfer Shares or, if the Company wishes to purchase less than all of the Transfer Shares, the number of Transfer Shares the Company wishes to purchase. If the Company wishes to purchase all of the Transfer Shares, the Company shall specify in the Company Notice a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Company Notice is given. At the closing, the Company shall pay the total purchase price of the Transfer Shares (which shall be equal to the product of (a) the number of Transfer Shares and (b) the Purchase Price Per Share), and at the option of the Company, paid by (i) wire transfer of immediately available funds to an account designated by the Transferring Holder, (ii) cancellation of all or a portion of any outstanding indebtedness of the Transferring Holder to the Company, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer Shares, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers. The Company may request waivers of any liens, evidence of good title to the Transfer Shares and such other documents and agreements as it may reasonably deem necessary in connection with the Transfer. If the Company desires to purchase less than all of the Transfer Shares, the remaining Transfer Shares shall be subject to the Investors’ rights set forth under Section 3.3 and Section 3.4 below. The Transferring Holder shall not be entitled to vote, either as a stockholder or director, in connection with the decision of the Company whether to exercise its option to purchase the Transfer Shares, provided, that if the vote of the Transferring Holder is required for valid corporate action, the Transferring Holder shall vote in accordance with the decis...
Company Right of First Refusal. The Company shall have an exclusive, irrevocable option (the "Company Option"), at any time within thirty (30) days of receipt of the Notice, to purchase some or all of the Stock to which the Notice refers at the price per share specified in the Notice. The Company shall exercise the Company Option by written notice signed by an officer of the Company and delivered or mailed to the Transferring Shareholder (the "Company Settlement Notice"), which notice shall specify the time, place and date for settlement of such purchase.
Company Right of First Refusal. Each Stockholder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that such Stockholder may propose to transfer in a Proposed Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee. Each Stockholder proposing to make a Proposed Transfer must deliver a Proposed Transfer Notice to the Company and the Key Holders, not later than 10 days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions of the Proposed Transfer and the identity of the Prospective Transferee. The Company must exercise its Right of First Refusal under this Section 5.1 by giving a Company Notice to such selling holder of Common Stock within fifteen (15) days after delivery of the Proposed Transfer Notice.
Company Right of First Refusal. The Company covenants to use its best efforts to obtain a waiver of its Board of Directors of the provisions of Article XIV, Section 46 of the Company's Amended and Restated Bylaws with respect to any transfer by the Purchaser (or any transferee of the Purchaser that is an affiliate of Cox Xxxerprises, Inc. ("Cox")) of any shares of the Company's capital stock to Cox or to an affiliate of Cox.
Company Right of First Refusal. 9.1 In the event the Optionee exercises this Option and proposes to sell, pledge or otherwise transfer any Shares (other than under the Buy-Out Option described in Section 17 below), the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Shares. Optionee agrees that in no event will Optionee sell, pledge or otherwise transfer any Shares except in compliance with this Section. Before any proposed transfer, Optionee shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Company shall have the right to purchase the Shares subject to the Transfer Notice on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Company's Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's rights under this Section 9.1 shall be freely assignable, in whole or in part. In the event the Company and/or its assignee elects to purchase the Shares subject to the Transfer Notice, the Company and/or its assignee must purchase all the Shares subject to the Transfer Notice.