Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. In the event, prior to a --------------------------------- Qualified Public Offering, a Purchaser proposes to sell, assign, transfer or otherwise dispose of any Shares, Conversion Shares, Warrants or Warrant Shares in a transaction other than (a) pursuant to an effective registration statement under the Securities Act, including such as required under the Registration Rights Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule 144 under the Securities Act, then such Purchaser shall give written notice (the "Sale Notice") to the Company of the proposed transaction, describing in reasonable detail the price, amount, consideration, timing (which shall not be inconsistent with the provisions of the following sentence), identification of the proposed acquiror and other material terms of the proposed transaction, and offering the Company the opportunity, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) Business Days from the giving of the Sale Notice, and upon such notice the parties shall be bound to complete the transaction on the terms set forth in the Sale Notice. If the Company declines to exercise its right pursuant to the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction with the proposed acquirer within the time and otherwise on the terms described in the Sale Notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (BigString CORP)

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Company Right of First Refusal. In If the event, prior to a --------------------------------- Qualified Public Offering, a Purchaser Optionee proposes to sell, assign, transfer or otherwise dispose of any Shares, Conversion or of any interest in such Shares, Warrants now or Warrant Shares in a transaction hereafter owned by the Optionee, to any person, whether voluntarily or by operation of law, other than (a) pursuant to an effective registration statement under the Securities ActSection 10(b)(i)(A), including such as required under the Registration Rights (B), (C)(y) or (D) of this Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule 144 under the Securities Act, then such Purchaser Optionee shall give first provide written notice (the "Sale “Offer Notice") to the Company Company, which notice must specify: (A) the name and address of the party to which the Optionee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Optionee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Optionee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, describing all of which must be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in reasonable detail the priceOffer Notice (the “Company Option”). If the Company wishes to exercise such option, amountit must do so by giving written notice thereof to the Optionee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five (5) business days after the expiration of the Option Period. Notwithstanding the foregoing, consideration, timing if there is any dispute with respect to Fair Market Value (which shall not be inconsistent with defined below) and the provisions of the following sentence)Section 10(b)(iv) are invoked, identification of the proposed acquiror and other material terms of the proposed transactionclosing shall take place, and offering the Company the opportunityas applicable, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) Business Days from business days after the giving determination of the Sale Notice, and upon such notice the parties shall be bound to complete the transaction on the terms set forth Fair Market Value in the Sale Notice. If the Company declines to exercise its right pursuant to the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction accordance with the proposed acquirer within the time and otherwise on the terms described in the Sale NoticeSection 10(b)(iv).

Appears in 1 contract

Samples: Qualified Stock Option Agreement (Yodle Inc)

Company Right of First Refusal. In Notwithstanding any provision to the eventcontrary in this Agreement, prior to a --------------------------------- Qualified Public Offering, a Purchaser proposes to no Stockholder shall sell, assign, transfer convey, deliver or otherwise dispose transfer any of any Shares, Conversion Shares, Warrants or Warrant its Common Shares in a transaction other than (a) pursuant to an effective registration statement under the Securities Act, including such as required under the Registration Rights Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule 144 under the Securities Act, then such Purchaser shall give written without prior notice (the "Sale Notice") to the Company and the expiration of the proposed transaction, describing time period set forth in reasonable detail the price, amount, consideration, timing this Section 2.2. In such notice (which shall not be inconsistent with the provisions of the following sentence"STOCKHOLDER TRANSFER NOTICE"), identification the Stockholder desiring to sell its Common Shares shall provide: (i) the number of shares to be sold; (ii) the name, address, business or occupation of the proposed acquiror and other material whether, in the judgement of the Stockholder, the proposed acquiror competes with the business of the Company; (iii) information with respect to the offered price and terms of the proposed transaction, and offering the Company the opportunity, but not the obligation, to acquire all, but not part, sale of the Shares, Conversion Shares, Warrants or Warrant Shares under shares; and (iv) the proposed closing date of such termssale. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within Within five (5) Business Days from the giving after receipt of the Sale Stockholder Transfer Notice, and upon the Company shall notify (the "PURCHASE NOTICE") the Stockholder who desires to sell its Common Shares as to whether the Company will buy such notice the parties shall be bound to complete the transaction shares on the same terms set forth in and at the Sale Noticesame price as offered by the proposed acquiror. If the Company declines to exercise its right pursuant to Purchase Notice is not so received by the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction with the proposed acquirer Stockholder within the time period set forth above, it may thereafter consummate the sale of such shares. If the Purchaser Notice is so received, the Stockholder shall be obligated to sell such shares to the Company and otherwise the closing of such sale of the Stockholder's Common Shares shall occur on a date mutually agreed upon by the terms described in parties, but not later than ten (10) Business Days after the Sale delivery of the Purchase Notice.

Appears in 1 contract

Samples: Stockholders Agreement (Zengine Inc)

Company Right of First Refusal. In If the event, prior to a --------------------------------- Qualified Public Offering, a Purchaser Employee proposes to sell, assign, transfer or otherwise dispose of any Shares, Conversion or of any interest in such Shares, Warrants now or Warrant Shares in a transaction hereafter owned by the Employee, to any person, whether voluntarily or by operation of law, other than (a) pursuant to an effective registration statement under the Securities ActArticle 10(b)(i)(A), including such as required under the Registration Rights (B), (C)(y) or (D) of this Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule 144 under the Securities Act, then such Purchaser Employee shall give first provide written notice (the "Sale “Offer Notice") to the Company Company, which notice must specify: (A) the name and address of the party to which the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, describing all of which must be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in reasonable detail the priceOffer Notice (the “Company Option”). If the Company wishes to exercise such option, amountit must do so by giving written notice thereof to the Employee no later than 20 days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five business days after the expiration of the Option Period. Notwithstanding the foregoing, consideration, timing if there is any dispute with respect to Fair Market Value (which shall not be inconsistent with defined below) and the provisions of the following sentenceSection 10(b)(iv) are invoked, the closing shall take place, as applicable, five business days after the determination of Fair Market Value in accordance with Section 10(b)(iv), identification of the proposed acquiror and other material terms of the proposed transaction, and offering the Company the opportunity, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) Business Days from the giving of the Sale Notice, and upon such notice the parties shall be bound to complete the transaction on the terms set forth in the Sale Notice. If the Company declines to exercise its right pursuant to the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction with the proposed acquirer within the time and otherwise on the terms described in the Sale Notice.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Gomez Inc)

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Company Right of First Refusal. In If, at any time a Key Holder or ME Common Holder (the event“Seller”) should have the bona fide intention to transfer any portion of Common Stock now owned or hereafter acquired by such holder (“Offered Stock”), prior to a --------------------------------- Qualified Public Offeringbefore the Seller may transfer any of the Offered Stock the Seller shall notify the Company and the Major Investors, a Purchaser proposes to sellin writing, assign, transfer or otherwise dispose of any Shares, Conversion Shares, Warrants or Warrant Shares in a transaction other than (a) pursuant such Seller’s bona fide intention to an effective registration statement under transfer the Securities ActOffered Stock and, including such as required under if applicable, any third party’s bona fide offer to purchase any or all of the Registration Rights AgreementOffered Stock, (b) the number of shares of Offered Stock proposed to an Affiliate of such Purchaserbe transferred to each proposed transferee, or (c) pursuant to Rule 144 under the Securities Actname, then such Purchaser shall give written notice (the "Sale Notice") address and relationship, if any, to the Company Seller of each proposed transferee, (d) the bona fide cash price or, in reasonable detail, other consideration, per share for which the Seller proposes to transfer such Offered Stock to each proposed transferee, (e) the date and time of closing the proposed transaction, describing in reasonable detail the price, amount, consideration, timing transfer of Offered Stock and (which shall not be inconsistent with the provisions of the following sentence), identification of the proposed acquiror and f) other material relevant terms of the proposed transactiontransfer (such notice, and offering the Company the opportunity, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms“Transfer Notice”). The Company may exercise its shall have, subject to Section 6.5 below, the first right to purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) Business Days from the giving Seller all or any part of the Sale Notice, and upon such notice the parties shall be bound to complete the transaction Offered Stock on the terms and conditions set forth in this Section 6 (the Sale Notice“Company’s Right of First Refusal”). If the Company declines In order to exercise its right pursuant hereunder, the Company must deliver written notice to Seller within twenty (20) calendar days after receipt by the foregoingCompany of such Transfer Notice. For the avoidance of doubt, including the Company’s rights under this Section 6.1 may not be assigned by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction with the proposed acquirer within the time and otherwise on the terms described in the Sale NoticeCompany.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Sunrun Inc.)

Company Right of First Refusal. In If the event, prior to a --------------------------------- Qualified Public Offering, a Purchaser Employee proposes to sell, assign, transfer or otherwise dispose of any Shares, Conversion or of any interest in such Shares, Warrants now or Warrant Shares in a transaction hereafter owned by the Employee, to any person, whether voluntarily or by operation of law, other than (a) pursuant to an effective registration statement under the Securities ActSection 10(b)(i)(A), including such as required under the Registration Rights (B), (C)(y) or (D) of this Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule 144 under the Securities Act, then such Purchaser Employee shall give first provide written notice (the "Sale “Offer Notice") to the Company Company, which notice must specify: (A) the name and address of the party to which the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, describing all of which must be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in reasonable detail the priceOffer Notice (the “Company Option”). If the Company wishes to exercise such option, amountit must do so by giving written notice thereof to the Employee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five (5) business days after the expiration of the Option Period. Notwithstanding the foregoing, consideration, timing if there is any dispute with respect to Fair Market Value (which shall not be inconsistent with defined below) and the provisions of the following sentence)Section 10(b)(iv) are invoked, identification of the proposed acquiror and other material terms of the proposed transactionclosing shall take place, and offering the Company the opportunityas applicable, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) Business Days from business days after the giving determination of the Sale Notice, and upon such notice the parties shall be bound to complete the transaction on the terms set forth Fair Market Value in the Sale Notice. If the Company declines to exercise its right pursuant to the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction accordance with the proposed acquirer within the time and otherwise on the terms described in the Sale NoticeSection 10(b)(iv).

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Yodle Inc)

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