Permitted Transfer Following Right of First Refusal Sample Clauses

Permitted Transfer Following Right of First Refusal. If all of the Purchased Shares identified in the Purchaser Notice of Right of First Refusal are not purchased by the Corporation and/or the Other Purchaser prior to the 25th day subsequent to the expiration of the Purchaser Exclusive Option Period, then all of such Purchased Shares (including any shares for which a proper tender was made) may be transferred by the Selling Purchaser at any time during the ensuing 30 days (10 days in the case of a market transaction) at any price (in the case of a market transaction) or, in the case of a non-market transaction, in strict conformity with the Purchaser Offered Terms (or on terms more favorable to the Selling Purchaser) set forth in the Purchaser Notice of Right of First Refusal.
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Permitted Transfer Following Right of First Refusal. If all --------------------------------------------------- of the Stock identified in the Notice of Right of First Refusal is not purchased by the Corporation and/or the Assignee(s) prior to the thirty-sixth day subsequent to the First Refusal Notice Date, then all of such Stock (including any Stock for which a proper tender was made) may be transferred by the Shareholder at any time during the ensuing thirty days in strict conformity with the Offered Terms set forth in the Notice of Right of First Refusal; provided, however, the purchaser(s) of such Stock must execute a written acknowledgment that he or she or they have become a Shareholder as if he or she or they had been original signatory parties to this Agreement and that he or she or they agree to be bound by the terms of this Agreement applicable to Shareholder.
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Permitted Transfer Following Right of First Refusal. If all of the Stock identified in the Notice of Right of First Refusal is not elected to be purchased in the five business day time period specified above or, if so elected, is not purchased as required on or prior to the 25th day subsequent to the delivery of the final Purchase Notice (it being agreed that the Purchasers shall be entitled to purchase all of the remaining Offered Shares to be acquired by the Shareholders Representatives if and to the extent that Purchasers are not provided, at least three business days prior to the Closing Date, with reasonable evidence that the Shareholders Representatives have deposited in escrow the full cash purchase price the Common Stock to be acquired by them or otherwise established a reasonably acceptable guarantee of payment therefor), then all of such Stock (including any Stock for which a proper tender was made) may be transferred by the Selling Shareholder at any time during the ensuing 30 days (10 days in the case of a market transaction) at any price (in the case of a market transaction) or, in the case of a non-market transaction, in strict conformity with the Offered Terms (or on terms more favorable to the Selling Shareholder) set forth in the Notice of Right of First Refusal (it being agreed that the identity of any purchaser in a non-market transaction may not be changed without submission of a new Notice of Right of First Refusal). Nothing herein shall limit the rights of any Selling Shareholder, the Shareholders Representatives or either Purchaser relating to any breach by any other party hereto.
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Permitted Transfer Following Right of First Refusal. If all of the Stock identified in the Notice of Right of First Refusal is not elected to be purchased in the five business day time period specified above or, if so elected, is not purchased as required on or prior to the 25th day subsequent to the delivery of the final Purchase Notice (it being agreed that the Purchasers shall be entitled to purchase all of the remaining Offered Shares to be acquired by the Shareholders Representatives if and to the extent that Purchasers are not provided, at least three business days prior to the Closing Date, with reasonable evidence that the Shareholders Representatives have deposited in escrow the full cash purchase price the Common Stock to be acquired by them or otherwise established a reasonably
Sample 1

Related to Permitted Transfer Following Right of First Refusal

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Right of First Offer Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) throughout the Project (the “Offer Space”). If any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to become available for occupancy by Tenant, the time of its availability and all of the terms, covenants, and conditions of such lease of the Offer Space, including the amount of the rent for such Offer Space. In the event that Tenant desires to lease any such Offer Space, Tenant shall notify Landlord in writing within fifteen (15) business days following its receipt of the Landlord’s Offer Notice, of its desire to lease such Offer Space (the “Tenant’s Response Notice”). Time shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space, which amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion of the Offer Space. Any options to renew available to Tenant as to the Premises shall apply also to the Offer Space so incorporated into the Premises. All Offer Space shall be leased to Tenant on an “AS IS” basis, in the state and condition in which the same shall be upon removal by the preceding occupant, if any, except that Landlord shall remove any items of personal property left by such occupant and shall deliver the Offer Space to Tenant in “broom clean” fashion. Tenant shall not be entitled to any abatement or reduction of rent by reason of such state and condition. Landlord makes no representations as to the condition of any Offer Space or as to any other thing or fact related thereto, and Landlord shall have no obligation to decorate, repair, alter, improve or otherwise prepare the Offer Space for Tenant’s occupancy. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the Offer Space until the Landlord delivers possession thereof. The provisions of this paragraph shall survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

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