Expiration of Right of First Refusal. The right of first refusal granted under this Agreement shall expire when a sale of securities pursuant to a registration statement filed by the Company under the Securities Act in connection with a firm commitment underwritten offering of its securities to the general public is consummated.
Expiration of Right of First Refusal. The right of first refusal granted under this Agreement shall expire upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 or any successor form under the Securities Act, covering the offer and sale of Common Stock for the account of the Company to the public with gross proceeds to the Company in excess of $45,000,000 and a pre-money valuation (defined as the product of (A) of the number of shares of Common Stock outstanding immediately prior to the closing of such offering, treating all outstanding shares of Preferred Stock as converted into Common Stock, multiplied by (B) the price to public in such offering) of at least $225,000,000.
Expiration of Right of First Refusal. Pulte shall respond in writing to the Proposed Transfer Notice within ten (10) days after it is received by Pulte. Pulte’s response shall unequivocally and unconditionally state that Pulte shall exercise its Right of First Refusal to purchase all of the Proposed Transfer Property under the terms and conditions of the Proposed Transfer Notice (“Notice of Exercise”) or that Pulte shall not do so. In the event Pulte fails to deliver a Notice of Exercise unequivocally and unconditionally agreeing to purchase the Proposed Transfer Property during this ten (10) day period, Pulte shall be deemed to have waived its Right of First Refusal with respect to the Proposed Transfer Property under the Proposed Transfer Notice. Failure by Pulte to exercise its Right of First Refusal with respect to any particular Proposed Transfer by Buyer shall in no way extinguish or otherwise limit any remaining rights of Pulte, if any, with respect to any portion of the Property that is not the subject of such Proposed Transfer. Provided that Pulte does not timely give Buyer a Notice of Exercise as set forth above, the parties to the Proposed Transfer (as identified in the Proposed Transfer Notice) may consummate the Proposed Transfer in Substantial Conformity with the terms and for the consideration specified in the Proposed Transfer Notice; provided, however, that as condition precedent to the consummation of such Proposed Transfer, the Proposed Transfer presented to Pulte is a valid bona fide and binding third party written offer. Concurrently with the closing of such Proposed Transfer, Pulte shall execute and deliver a recordable instrument releasing the Right of First Refusal contained in this Agreement with respect to such Proposed Transfer Property. As used herein, “Substantial Conformity” means a close of escrow within thirty (30) days of the Outside Closing Date, at a cash sales price of no less than ninety-five percent (95%) of the price set forth in the Proposed Transfer Notice, and on other terms not substantially and materially more favorable than those set forth in the Proposed Transfer Notice. If the Proposed Transfer is not consummated, and/or the terms thereof are changed so that the Proposed Transfer is not in Substantial Conformity with the terms described in the Proposed Transfer Notice, within the time periods set forth herein, then the Proposed Transfer Property shall again be subject to Pulte’s Right of First Refusal (to the extent that Right of First Refusal doe...
Expiration of Right of First Refusal. The right of first refusal granted under this Section 4 shall expire upon the consummation of a Qualified IPO.
Expiration of Right of First Refusal. This Right of First Refusal shall expire on the earlier of (a) 18 months from the date of this Indenture, (b) the date all Obligations under this Indenture are defeased pursuant to Section 10.2, and (c) the date all Obligations are satisfied in full.
Expiration of Right of First Refusal. Subject to Section 9.5, if the Company or the Non-Transferring Members elect not to purchase or obtain all of the Transferred Membership Interest designated in the Transfer Notice, then the Transferring Member may transfer the Transferred Membership Interest described in the Transfer Notice, to the extent the Non-Transferring Members and the Company have not elected to purchase Transferred Membership Interest, providing (i) the definitive agreements providing for such Transfer are executed and in full force within two hundred ten (210) days after the expiration of the Exercise Period, (ii) such Transfer is completed within two hundred forty (240) days after the expiration of the Exercise Period, (iii) such Transfer is made on terms substantially similar to, and on no more favorable to the transferee than as designated in, the Transfer Notice, and (iv) the requirements of Sections 9.1 and 9.2 relating to consent of the Management Committee and other matters are satisfied.
Expiration of Right of First Refusal. Abbott's rights under this Xxxxxxx 11 will expire automatically at such time, if any, as Abbott ceases to have at leaxx xxx of the following: (i) an Exclusive License in the Territory to make, have made and sell the Product, an Improved Product or a New Product; or (ii) a pending, unexpired right (preserved by Abbott's performance under xxxxxxxph (b) above) to acquire an Exclusive License to a New Product upon notice to Licensor under paragraph (c) above.
Expiration of Right of First Refusal. The right of first refusal granted under this Agreement shall expire when the Company consummates a Qualified Public Offering.
Expiration of Right of First Refusal. The right of first refusal granted under this Agreement shall expire upon the first to occur of the following: (a) the closing of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the 1933 Act, provided that such offering results in thirty million dollars ($30,000,000) or more in aggregate cash proceeds to the Company, and that the public offering price is not less than five dollars ($5.00) per share (adjusted to reflect subsequent stock dividends, stock splits, or recapitalizations); or (b) as to an Investor if such Investor (when aggregated with any of such Investor's wholly- owned subsidiaries) has disposed of all of its shares of Preferred Stock and Debentures.
Expiration of Right of First Refusal. The rights granted under this Article VI shall terminate upon the first to occur of the (i) expiration of the Warrant, and (ii) first date that the Holder no longer holds, or has rights to purchase, at least 5,000 Warrant Shares.
