Common use of Non-Exercise of Right Clause in Contracts

Non-Exercise of Right. Subject to the Investors' co-sale rights described in Article II below, in the event the Exercise Notice with respect to any portion of the Target Shares is not given to the Selling Founder within sixty (60) days following the date of the Company's and the Investors' receipt of the Disposition Notice, the Selling Founder shall have a period of thirty (30) days thereafter in which to sell the portion of the Target Shares that neither the Company nor the Investors have elected to purchase upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder does not notify the Investors or consummate the sale or disposition of the Target Shares within the sixty (60) day period, the Company's and the Investors' first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder until such right lapses in accordance with paragraph 6.1 herein.

Appears in 2 contracts

Samples: Webridge Inc, Webridge Inc

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Non-Exercise of Right. Subject to the Investors' co-sale rights described in Article II Section 3 below, in the event the Exercise Notice with respect to any portion of the Target Shares is not given to the Selling Founder Shareholder within sixty forty-five (6045) days following the date of the Company's ’s and the Investors' receipt of the Disposition Notice, the Selling Founder Shareholder shall have a period of thirty (30) days thereafter in which to sell the portion of the Target Shares that neither the Company nor the Investors have elected to purchase purchase, upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder Shareholder does not notify the Investors or consummate the sale or disposition of the Target Shares within the sixty forty-five (6045) day period, the Company's and Target Shares shall once again be subject to the Investors' right of first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares and co-sale provided herein. Any attempt by the Selling Founder until Shareholder to transfer Target Shares in violation of this Agreement shall be void and the Company agrees it will not effect such right lapses in accordance with paragraph 6.1 hereina transfer nor will it treat any alleged transferee(s) as a shareholder.

Appears in 1 contract

Samples: Adoption Agreement (Whiteglove House Call Health Inc)

Non-Exercise of Right. Subject to the Investors' co-sale rights described in Article II below, in In the event the Exercise Notice with respect to any portion or a notice from the Investors of the Target Shares exercise of their right of first refusal is not given to the Selling Founder within sixty thirty (6030) days following the date of the Company's ’s and the Investors' receipt of the Disposition Notice, or the Company and/or the Investors do not exercise the right of first refusal pursuant to this Article I with respect to all Target Shares described in the Disposition Notice, the Selling Founder shall have a period of thirty ninety (3090) days thereafter in which to sell the portion of the Target Shares that neither the Company nor the Investors have elected to purchase upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder does not notify the Investors or consummate the sale or disposition of the Target Shares within the sixty ninety (6090) day period, the Company's ’s and the Investors' first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder until such right lapses in accordance with paragraph 6.1 Section 4.1 herein.

Appears in 1 contract

Samples: First Refusal Agreement (Motive Inc)

Non-Exercise of Right. Subject to the Investors' co-sale rights described in Article II below, in In the event the Exercise Notice with respect Investors and/or the Company --------------------- do not elect to any portion purchase all of the Target Shares is not given pursuant to the Selling Founder within this Article I, Holder shall have a period of sixty (60) days following after the date expiration of the Company's and five (5) day period described in the Investors' receipt second to last sentence of the Disposition Notice, the Selling Founder shall have a period of thirty (30) days thereafter paragraph 1.5 in which to sell consummate the portion sale of the Target Shares that neither to the Company nor third-party transferee identified in the Investors have elected to purchase Disposition Notice upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent subject to the rights of first refusal under this sectionand the market stand- off obligations. In the event the Selling Founder Holder does not notify the Investors or consummate the sale or disposition of the Target Shares within the sixty (60) day periodperiod described above, Investors' and the Company's and the Investors' first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder Holder until such right lapses in accordance with paragraph 6.1 5.1 herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corsair Communications Inc)

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Non-Exercise of Right. Subject to the InvestorsPurchasers' co-sale rights described in Article II Section 6 below, in the an event the an Exercise Notice with respect to any portion of the Target Shares is not given to the Selling Founder within sixty thirty (6030) business days following the date of the Company's and the InvestorsPurchasers' receipt of the Disposition Notice, the Selling Founder shall have a period of thirty ninety (3090) business days thereafter in which to sell the portion of the Target Shares that neither to the Company nor the Investors have elected to purchase third-party transferee upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice. The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this sectionSection 5. In the event the Selling Founder does not notify the Investors Company or the Purchasers pursuant to Section 5.2 or consummate the sale or disposition of the Target Shares within the sixty ninety (6090) business day period, then the Company's and the Investors' first refusal rights shall continue to be applicable to any subsequent disposition of Selling Founder may not transfer the Target Shares by without again complying with all of the Selling Founder until such right lapses in accordance with paragraph 6.1 hereinprovisions of this Section 5.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Participate Com Inc)

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