Permitted Transfers; Right of First Refusal Sample Clauses

Permitted Transfers; Right of First Refusal. (a) Prior to the end of the Initial Holding Period, no Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that any Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or part of its Partnership Interest to any member of its Immediate Family, any Charity, any Controlled Entity or any Affiliate, or (ii) pledge (a “Pledge”) all or any portion of its Partnership Interest to a lending institution that is not an Affiliate of such Limited Partner as collateral or security for a bona fide loan or other extension of credit, and Transfer such pledged Partnership Interest to such lending institution in connection with the exercise of remedies under such loan or extension of credit (any Transfer or Pledge permitted by this proviso is hereinafter referred to as a “Permitted Transfer”). After the Initial Holding Period, subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner (other than the Initial Limited Partner) may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner, subject to satisfaction of each of the following conditions:
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Permitted Transfers; Right of First Refusal. (a) With respect to Transfers not permitted by Section 10.1, instead of consenting or refusing to consent to a Transfer of a Partner’s interest, any Partner whose consent is required may elect to exercise a right of first refusal with respect thereto as hereinafter provided. In the event that a Partner desires to sell its interest in the Partnership to and shall have received a bona fide offer to purchase its interest in the Partnership from a third party, such Partner (hereinafter, the “Selling Partner”) shall first offer to sell its interest in the Partnership to the other Partner (hereinafter, the “Remaining Partner”) upon the same terms and conditions as contained in such third party offer (a “Bona Fide Offer”) by giving written notice thereof (the “Notice of Sale”) to the Remaining Partner. The Remaining Partner, upon such notification, shall, within ninety (90) days of receipt of such Notice of Sale, either (i) notify the Selling Partner of its election to purchase, on the same terms and conditions as those contained in the Notice of Sale, the Selling Partner’s Partnership interest, at a purchase price equal to the product of (A) the purchase price named in the Bona Fide Offer and (B) the percentage of the Selling Partner’s interest in the Partnership that such Remaining Partner desires to purchase, or (ii) grant its approval to such proposed assignment or transfer, or (iii) withhold its approval to such proposed assignment or Transfer, which right shall be in its sole discretion. If the offered Partnership Interest is not so sold with the ninety (90) day period, it may not thereafter be sold without again providing the Remaining Partner with the same rights of first refusal as are contained in this Section 10.2(a). The right of first refusal contained in this Section 10.2(a) shall also apply in the event of a transfer pursuant to a foreclosure by, or assignment for the benefit of a creditor in connection with a pledge, assignment, or other security interest as contemplated by Section 10.7. Any approval of an assignment or transfer pursuant to this Section 10.2(a) shall not extinguish any future rights under this Section 10.2(a) or Article VII, and the provisions of this Section 10.2(a) and Article VII shall be binding upon any transferee of any interest in the Partnership.
Sample 1
Permitted Transfers; Right of First Refusal. A Member may Transfer its LLC Interest to another or substitute another in its place or stead (such assignee or substitute shall be known as a permitted transferee) only to any other Member or to any other person only after (a) obtaining the consent described in Section 8.1.2 above, (b) in the case of a Transfer for consideration, offering such LLC Interests to the Company and the other Members at the same terms and conditions as a bona fide third party offer (the "Right of First Refusal"), and then only in accordance with this Article and (c) in the case of a Transfer for no consideration, offering such LLC Interests to the Company and the other Members at the fair market value of such LLC Interests. The selling Member shall make the Right of First Refusal to the Company in writing. If, within ten (10) days of receipt of the Right of First Refusal, the Company does not notify the selling Member that it intends to acquire such interest then such interest shall be offered to the remaining Members, pari passu, on the same terms and conditions as the Right of First Refusal. If within twenty (20) days of the original notice to the Company of the selling Member's desire to sell, neither the Company nor the Members have purchased the selling Member's LLC Interest, then such selling Member may sell its interest to a third party but only upon such terms and conditions which have previously been offered to the Company and the Members pursuant to this Section 8.3.
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Permitted Transfers; Right of First Refusal. 62 11.4 Substituted Limited Partners 65 11.5 Assignees 66 11.6 General Provisions 66
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Permitted Transfers; Right of First Refusal. (a) Prior to the end of the Initial Holding Period, no Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that any Limited Partner may, at any time, without the consent of the General Partner,
Sample 1
Permitted Transfers; Right of First Refusal. (1) Neither this Warrant nor the Restricted Stock shall be transferable except (i) to an Affiliate of the holder hereof, (ii) to a successor corporation to the holder hereof as a result of a merger or consolidation with, or sale of all or substantially all of the assets of, the holder hereof, (iii) as is or may be required by the holder hereof to comply with any Federal or state law or any rule or regulation of any governmental or public body or authority, (iv) on thirty (30) days prior written notice to the Company for a period of ninety (90) days immediately following the date of such notice, to any other Person if following such transfer the amount of Voting Stock of the Company (including any Voting Stock issuable pursuant to any warrants, options, convertible securities or other rights) held by such Person and its Affiliates does not exceed 2% of the Company's then outstanding Voting Stock, (v) in a public offering pursuant to an effective registration statement under the Securities Act, (vi) pursuant to SECTION 5 or SECTION 17 or (vii) to any banking institution, insurance company, commercial finance company or other institutional lender which is an assignee or transferee of or participant in all or any portion of the rights of Heller Financial, Inc. pursuant to the Credit and Security Xxxxxment.
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Permitted Transfers; Right of First Refusal 
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Related to Permitted Transfers; 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.

  • 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”).

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • 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").

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