Right of First Offer on Dispositions Sample Clauses

Right of First Offer on Dispositions. (a) If Equity Participant desires to Transfer all or any part of his Shares pursuant to this Section 6.2 at any time prior to completion of the Corporation’s Initial Public Offering (other than pursuant to Section 6.1(a) or 6.3 hereof), Equity Participant shall submit a written offer (the “Offer”) to sell such Shares (the “Offered Shares”) to the Corporation, which Offer shall specify the number of Offered Shares proposed to be sold, the total number of Shares owned by Equity Participant, and the terms and conditions, including price, at which the Shares are being offered.
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Right of First Offer on Dispositions. (a) If the Company, or any of its Subsidiaries, intends to dispose of any asset (including, for the avoidance of doubt, pursuant to a Liquidity Transaction in accordance with Section 12.3) (“Offered Assets”) to any Person (other than any of its Affiliates), the Company shall, prior to effecting such disposition, deliver written notice (an “Asset Sale Notice”) to CEC.
Sample 1Sample 2Sample 3
Right of First Offer on Dispositions. (a) Right of First
Sample 1
Right of First Offer on Dispositions. (a) Without limiting ------------------------------------ Stockholder's right to Transfer all or any part of its Shares or Warrant Shares pursuant to any other provisions of this Agreement, if Stockholder desires to Transfer all or any part of its Shares or Warrant Shares pursuant to this Section 5.2, Stockholder shall submit a written offer (the "Offer") to sell ----- such Shares and/or Warrant Shares (the "Offered Shares") to the Company, which -------------- Offer shall specify the number and type of Offered Shares proposed to be sold, the total number of Shares, Warrant and/or Warrant Shares owned by Stockholder, and the terms and conditions, including price, at which the Offered Shares are being offered. Within ten (10) days of its receipt of the Offer from Stockholder, the Company shall forward a copy of such Offer to each of the Founders and Purchasers.
Sample 1
Right of First Offer on Dispositions. (a) Without limiting a Stockholder's right to Transfer all or any part of its, his or her Shares pursuant to any other provisions of this Agreement, if a Stockholder (for purposes of this Section 4.2, the "Selling Stockholder") ------------------- desires to Transfer, voluntarily or involuntarily, all or any part of its, his or her Shares pursuant to this Section 4.2 to any Person, the Selling Stockholder shall submit a written offer (the "Offer") to sell such Shares (the ----- "Offered Shares"), to the Company and the Stockholders, which Offer shall -------------- specify the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, and the terms and conditions, including price, at which the Shares are being offered to the Company and the Stockholders.
Sample 1
Right of First Offer on Dispositions. (a) Without limiting BioMorphics's right to Transfer all or any part of its Shares pursuant to any other provisions of this Agreement, if BioMorphics desires to Transfer all or any part of its Shares pursuant to this Section 4.2 at any time prior to completion of the Corporation's Initial Public Offering, BioMorphics shall submit a written offer (the "Offer") to sell such Shares (the ----- "Offered Shares") to the Corporation, which Offer shall specify the number of -------------- Offered Shares proposed to be sold, the total number of Shares owned by BioMorphics, and the terms and conditions, including price, at which the Shares are being offered.
Sample 1
Right of First Offer on Dispositions. (a) If at any time any Party desires to sell all or any part of his or its Shares, such Party (the "OFFEROR") shall promptly deliver to the Company and each other Party a written notice (the "NOTICE") of such Offeror's intention to sell and such Notice shall contain a written offer (the "OFFER") to sell such Shares (the "OFFERED SHARES") to the Company. The Offer shall disclose the Offered Shares proposed to be sold, the total number of Shares owned by the Offeror, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.
Sample 1
AutoNDA by SimpleDocs
Right of First Offer on Dispositions. (a) Without limiting Founder's right to Transfer all or any part of its Shares pursuant to any other provisions of this Agreement, if Founder desires to Transfer all or any part of its Shares pursuant to this Section 4.2, Founder shall submit a written offer (the "Offer") to sell such Shares (the ----- "Offered Shares") to the Founding Members and the Corporation, which Offer shall -------------- specify the number of Offered Shares proposed to be sold, the total number of Shares owned by the Founder, and the terms and conditions, including price, at which the Shares are being offered.
Sample 1
Right of First Offer on Dispositions. (a) Except as provided in Section 5.1(b), if Employee desires to Transfer all or any part of its Shares pursuant to this Section 5.2 and is not otherwise prohibited from Transferring his Shares pursuant to Section 5.1(a), Employee shall submit a written offer (the "Offer") to sell such Shares (the ----- "Offered Shares") to the Stockholders and the Corporation, which Offer shall --------------- specify the number of Offered Shares proposed to be sold, the total number of Shares owned by Employee, and the terms and conditions, including price, at which the Shares are being offered.
Sample 1

Related to Right of First Offer on Dispositions

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Right of First Offer to Purchase Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • 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.

  • Rights of First Offer Section 5.1. Rights of First Offer 11 Section 5.2. Procedures for Rights of First Offer 11

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.