First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.
First Refusal Rights. If the Company authorizes the issuance or sale of any shares of Common Stock or Equity Equivalents, the Company shall first offer to sell to each holder of Underlying Common Stock a portion of such stock or Equity Equivalents equal to the quotient determined by dividing (1) the number of shares of Underlying Common Stock held by such holder immediately prior to such issuance by (2) the sum of the total number of shares of Underlying Common Stock immediately prior to such issuance and the number of shares of Common Stock outstanding (including Common Stock reserved for Preferred Stock, Series I Preferred Stock, Series II Preferred Stock and Series III Preferred Stock) immediately prior to such issuance which are not shares of Underlying Common Stock; provided, however, that the following issuances shall be exempted from the Company's obligation to offer shares to such holder: (a) issuance of Common Stock, options or Equity Equivalents to the Company's employees, directors, officers, advisors and consultants to the extent permissible under SECTIONS 3C(xv) and 3C(xvi), (b) issuance of Common Stock upon the conversion of any Preferred Stock or upon the conversion of any other presently outstanding convertible debt or other convertible securities of the Company, (c) issuance of capital stock upon the exercise of any presently outstanding warrants, (d) issuance of up to an additional 196,774 shares of Common Stock to Cambridge Technology Partners, (e) issuance of up to 38,382 shares of Common Stock to Xxxxxxxx Xxxxxxxxx and Xxxxxxxx Xxxxxxxxxxx pursuant to the Agreement dated June 30, 1997 between the corporation and them, (f) issuance of up to 15,000 shares of Common Stock to Xxxxxx Partners pursuant to an oral agreement between Xxxxxx Partners and the corporation, and (g) issuance of up to 15,000 shares of Common Stock to strategic partners of the Company, (h) issuance by way of a dividend or other distribution on shares of Preferred Stock in accordance with the Amended and Restated Certificate of Incorporation, (i) securities offered to the public pursuant to a registration statement filed pursuant to the Securities Act, (j) sale of the Subsequent Shares pursuant to this Agreement, and (k) the issuance of Common Stock or Equity Equivalents in exchange for the capital stock of a third party in an arms length acquisition transaction. Each holder of Underlying Common Stock shall be entitled to purchase such stock or securities at the most favorable price and on ...
First Refusal Rights. (a) Prior to making any Transfer of Stockholder Shares, any Stockholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING STOCKHOLDER") will give written notice (the "SALE NOTICE") to the Company and the holders of Investor Shares (collectively, the "SALE NOTICE RECIPIENTS"). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Such Transferring Stockholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION 5 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE").
First Refusal Rights. Holdings may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive, each Other Senior Manager and each Investor within 30 days after the Sale Notice has been given to Holdings. If Holdings has not elected to purchase all of the Executive Units to be Transferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive, Holdings and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If Holdings and the Other Senior Managers have not elected to purchase all of the Executive Units to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive, Holdings and each Other Senior Manager within 90 days after the Sale Notice has been given to the Investors. If Holdings, the Other Senior Managers or the Investors do not elect to purchase all of the Executive Units specified in the Sale Notice, Executive may Transfer the Executive Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 30-day period immediately following the Authorization Date. Any Executive Units not Transferred within such 30-day period will be subject to the provisions of this Section 1.4(c) upon subsequent Transfer.
First Refusal Rights. Subject to the terms and conditions of this Article 8, the Company hereby grants to each Investor (referred to hereinafter in this Article 8 as the "Offeree") a right of first refusal to purchase all or any part of any issue of New Securities (as defined hereinbelow) that the Company (or any subsidiary whose capital stock will not be wholly owned, directly or indirectly, by the Company upon completion of any such issuance) may from time to time after the Closing Date propose to issue.
First Refusal Rights. At least sixty (60) days prior to making any sale, transfer, assignment, pledge, hypothecation or other disposition (a "TRANSFER") (other than a Permitted Transfer (as hereafter defined)) of any Shares, the Purchaser or his Permitted Transferee (the "TRANSFERRING SHAREHOLDER") shall deliver a written notice (the "SALE NOTICE") to the Company. The Sale Notice will state the aggregate amount of Shares to be Transferred, the identity of the proposed transferee, the terms and conditions of the proposed Transfer, and that such proposed transferee is committed to acquire the Shares on the stated price, terms and conditions. The Company shall have the right, but not the obligation, to elect to purchase all or a portion of the Shares to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice (the "PURCHASE NOTICE") of such election to the Transferring Shareholder within forty-five (45) days after its receipt of the Sale Notice (the "REFUSAL PERIOD"), which Purchase Notice shall specify the time, place and date of settlement of such purchase. The right to purchase shall be exercised by delivering a Purchase Notice to the Transferring Shareholder no later than ten (10) days following expiration of the Refusal Period (the "EXTENSION PERIOD"), which Purchase Notice shall specify the time, place and date for settlement of such purchase. If purchased by the Company, the purchase price of such Shares may be paid, at the option of the Company, in cash, by a Promissory Note (as defined in Section 2.3(b) below) or any combination thereof. If some or all of the Shares specified in the Sale Notice are not purchased by the Company, the Transferring Shareholder may consummate such Transfer at a price and on terms and conditions no more favorable to the transferee(s) thereof than are specified in the Sale Notice during the thirty (30) day period immediately following the Extension Period. If the Purchaser does not consummate the Transfer within such period, the right of first refusal provided hereby shall be deemed to be revived and no Transfer may be effected without first offering the Shares in accordance with the terms hereof.
First Refusal Rights. The Company may elect to purchase all of this Warrant or the Warrant Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to the Holder within thirty (30) days after the receipt of the Sale Notice by the Company. If the Company has not elected to purchase all of this Warrant or the Warrant Shares specified in the Sale Notice, Holder may transfer this Warrant or the Warrant Shares specified in the Sale Notice to the transferee(s) specified in the Sale Notice (or, at the election of the Holder, to the Company to the extent of its election to purchase and the remainder to the transferee(s) specified in the Sale Notice) at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any interest in this Warrant or the Warrant Shares not transferred within such 60-day period shall again be subject to the provisions of this Section 3.
First Refusal Rights. (i) If the Employee or the Employee's successor in interest desires to sell all or any part of the shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Employee desires to accept, the Employee shall: (y) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (z) give written notice (the "Option Notice") to the President of the Company setting forth the Employee's desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of the shares specified in the Option Notice, such option to be exercisable by giving, within thirty (30) days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase, the Employee shall be obligated to sell to the Company such shares at the price and terms indicated in the Bona Fide Offer within sixty (60) days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Section 14 are assignable by the Company.
First Refusal Rights. At least 40 days prior to any Transfer of Securityholder Shares by any Securityholder which, together with its Affiliates and Permitted Transferees, holds less than 10% of the Company's Common Securityholders Shares as of immediately prior to such Transfer (other than pursuant to (i) a Public Sale, (ii) a Transfer to the Company, or (iii) a Transfer under Section 2(b), Section 2(d) or Section 3), the Securityholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company and each Significant Securityholder that it desires to Transfer Securityholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number to be transferred and the terms and conditions of the Transfer, including the proposed price per Securityholder Share of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Company may elect to purchase all or any portion of the Securityholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor within 15 days after the Transfer Notice has been given to the Company. If for any reason the Company does not elect to purchase all of the Securityholder Shares to be transferred, the Significant Securityholder(s) shall be entitled to purchase the Securityholder Shares which the Company has not elected to purchase (the "Available Shares"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Minority Transferor within
First Refusal Rights. Except for a Transfer of Securityholder Units by an Executive (which Transfers are governed by the Senior Management Agreements and the Management Contribution Agreements) or any Transfer of Class B Preferred Units, at least thirty (30) days prior to any Transfer of Covered Securities by any Securityholder which, together with its Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or (iv) a Transfer pursuant to Section 3(a), Section 3(c) or Section 5 hereof), the Securityholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company and each Significant Securityholder (which shall, for purposes of this subsection (b), include GTCR-CLC and each Investor other than any such Person that is the Minority Transferor hereunder) that it desires to Transfer Covered Securities of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number of Covered Securities to be transferred and the terms and conditions of the Transfer, including the proposed price per Covered Security of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Company may elect to purchase all or any portion of the Covered Securities to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Minority Transferor and each Significant Securityholder within 15 days after the Transfer Notice has been given to the Company. If for any reason the Company does not elect to purchase all of the Covered Securities to be transferred, the Significant Securityholder(s) shall be entitled to purchase the Covered Securities which the Company has not elected to purchase (the "Available Securities"), upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Company and to the Minority Transferor within 30 days after the Transfer Notice has been given to the Company and each Significant Securityholder. If more than one Significant Securityholder elects to purchase the Available Securities, the Available Securities will be allocated among such electin...