Common use of Holder’s Right to Transfer Clause in Contracts

Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not repurchased by the Company or purchased by its Designee as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice and on terms and conditions not more favorable to the Proposed Transferee than those described in the Notice; and provided further that any such sales or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period or if the transfer of Shares to the Proposed Transferee will be on terms and conditions more favorable than those described in the Notice, a new Notice shall be given to the Company, and the Company shall again be offered the Right of First Refusal for the repurchase of the Shares or to designate a Designee to purchase the Shares, before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Yahoo Inc

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Holder’s Right to Transfer. If all of the Released Shares proposed in the Notice notice to be transferred to a given Proposed Transferee proposed transferee are not repurchased by the Company or purchased by Company and/or its Designee assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Released Shares to that Proposed Transferee at proposed transferee, provided that: (i) the Offered Price transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or at a any higher price, provided that ; (ii) such sale or other transfer is consummated within sixty (60) days after the date of the Notice and on terms and conditions not more favorable notice is delivered to Company; (iii) the Proposed Transferee than those described in the Notice; and provided further that any such sales or other transfer is effected in accordance with any applicable securities laws laws, and if requested by Company, Holder shall have delivered an opinion of counsel acceptable to Company to that effect; and (iv) the Proposed Transferee proposed transferee agrees in writing that the provisions of this Section shall continue to apply to the transferred Released Shares in the hands of such Proposed Transfereeproposed transferee. If the any Released Shares described in the Notice a notice are not transferred to the Proposed Transferee proposed transferee within the period provided above, then before any such period or if the transfer of Released Shares to the Proposed Transferee will may be on terms and conditions more favorable than those described in the Noticetransferred, a new Notice notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right right of First Refusal for the repurchase of the Shares or to designate a Designee to purchase the Shares, before any Shares held by the Holder may be sold or otherwise transferredfirst refusal described in this Section.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Innovative Industrial Properties Inc)

Holder’s Right to Transfer. If all of the Shares proposed in the Notice notice to be transferred to a given Proposed Transferee are not repurchased purchased by the Company or purchased by and/or its Designee assignee(s) as provided in this Sectionsection, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at proposed transferee; provided that: (A) the Offered Price transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or at a any higher price, provided that ; (B) such sale or other transfer is consummated within sixty seventy-five (6075) days after the date of the Notice and on terms and conditions not more favorable notice is delivered to the Proposed Transferee than those described in Company; (C) the Notice; and provided further that any such sales or other transfer is effected in accordance with any applicable securities laws laws, and if requested by the Proposed Transferee Company, the Holder will have delivered an opinion of counsel acceptable to the Company to that effect; and (D) the proposed transferee agrees in writing that to receive and hold the Shares so transferred subject to all of the provisions of this Section shall continue Agreement, including but not limited to apply to the Shares in the hands this section, and there will be no further transfer of such Proposed TransfereeShares except in accordance with the terms of this section. If the any Shares described in the Notice a notice are not transferred to the Proposed Transferee proposed transferee within the period provided above, then before any such period or if the transfer of Shares to the Proposed Transferee will may be on terms and conditions more favorable than those described in the Noticetransferred, a new Notice shall notice will be given to the Company, and the Company shall and/or its assignees will again be offered the Right right of First Refusal for the repurchase of the Shares or to designate a Designee to purchase the Shares, before any Shares held by the Holder may be sold or otherwise transferredfirst refusal described in this section.

Appears in 1 contract

Samples: Common Stock Purchase Agreement

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Holder’s Right to Transfer. If all of the Shares Securities proposed in the Notice notice to be transferred to a given Proposed Transferee proposed transferee are not repurchased purchased by the Company or purchased by and/or its Designee assignee(s) as provided in this Sectionsection, then the Holder may sell or otherwise transfer such Shares Securities to that Proposed Transferee at proposed transferee; provided that: (i) the Offered Price transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or at a any higher price, provided that ; (ii) such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice and on terms and conditions not more favorable notice is delivered to the Proposed Transferee than those described in the NoticeCompany; and provided further that any such sales or other (iii) the transfer is effected in accordance with any applicable securities laws laws, and if requested by the Proposed Transferee agrees in writing that Company, the provisions Holder shall have delivered an opinion of this Section shall continue to apply counsel acceptable to the Shares in the hands of such Proposed TransfereeCompany to that effect. If the Shares any Securities described in the Notice a notice are not transferred to the Proposed Transferee proposed transferee within the period provided above, then before any such period or if the transfer of Shares to the Proposed Transferee will Securities may be on terms and conditions more favorable than those described in the Noticetransferred, a new Notice notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right right of First Refusal for first refusal described in this section. Notwithstanding the repurchase foregoing, the provisions of this Section 8 shall be inapplicable in connection with any sale of the Shares in a public offering or pursuant to designate Rule 144 and shall only apply in the case of a Designee to purchase the Shares, before any Shares held by the Holder may be sold or otherwise transferrednegotiated private transaction.

Appears in 1 contract

Samples: Voting and Covenant Agreement (Liveworld Inc)

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