Right of First Refusal and Co-Sale Clause Samples
The Right of First Refusal and Co-Sale clause gives existing shareholders, typically investors, the priority to purchase shares that a founder or other shareholder intends to sell before those shares are offered to outside buyers. In practice, if a shareholder receives an offer from a third party to buy their shares, the company or other shareholders have the opportunity to match the offer and acquire the shares themselves; if they decline, the selling shareholder may proceed with the sale, but co-sale rights may allow other investors to participate in the sale on the same terms. This clause primarily serves to protect existing investors from unwanted changes in ownership and to maintain control over who becomes a shareholder, thereby preserving the company’s ownership structure and alignment of interests.
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Right of First Refusal and Co-Sale. Notwithstanding anything to the contrary, the Shares issuable upon exercise of the Warrant shall be subject to the terms and conditions of that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of August 29, 2014 (the "Right of First Refusal and Co-Sale Agreement"), by and among the Company, the Investors (as defined therein) and the Major Securityholders (as defined therein), as may be amended from time to time. Subject to the terms and conditions of the Right of First Refusal and Co-Sale Agreement, the Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING ON TRANSFEREES OF THESE SHARES.
Right of First Refusal and Co-Sale. In the event that a Founder desires to sell (or otherwise transfer) (a “Transferring Founder”), and has received a bona fide offer in writing from an unaffiliated third party to buy, any Shares (a “Transfer”), the Transferring Founder shall first notify the Company and each of the Investors in writing of the proposed Transfer (the “Transfer Notice”). Each Transfer Notice shall contain all material terms of the proposed Transfer, including, without limitation, a copy of the written offer received, the name and address of the prospective purchaser (or transferee), the purchase price and terms of payment, the date and place of the proposed Transfer, and the number and description of Shares proposed to be Transferred by the Transferring Founder (the “Offered Shares”).
Right of First Refusal and Co-Sale
Right of First Refusal and Co-Sale. Notwithstanding anything to the contrary, any permitted Transfer by Stockholder to a third party shall be subject to the restrictions on transfer of Stockholder Shares pursuant to the Right of First Refusal and Co-Sale provisions under the Stockholders’ Agreement.
Right of First Refusal and Co-Sale. Except for transfer to affiliates, the Company first and existing investors second have a right of first refusal with respect to any shares proposed to be sold by Stratec. Before Stratec may sell any shares of Series A-3 Preferred Stock, they will give the investors an opportunity to participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority of the holders of the Series A-1 and A-2 Preferred Stock (or the Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree to sell their shares to an entity or person not affiliated with the sellers, Stratec will sell their shares to such entity of person on the same terms and conditions. THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. No. W-[ ] This Warrant is issued by Quanterix Corporation, a Delaware corporation (the “Company”), pursuant to the terms of that certain STRATEC Development Services and Equity Participation Agreement (the “Development Agreement”) dated August 15, 2011 by and between the Company and Stratec Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany (the “Holder”). The Holder is entitled, subject to the terms set forth below, to purchase from the Company any time or from time to time during the Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Right of First Refusal and Co-Sale. 17.1 Right of First Refusal. Without limiting the restrictions set forth in Article 16.1, if any Founder or the Key Shareholder ("Selling Shareholder") decides to Transfer all or part of the Shares other than the Founder Transfer Shares, held by such Selling Shareholder ("Transfer Shares") to any person ("Intending Purchaser"), all other Founders ("Remaining Founders") and all of the Investors shall have a right to purchase such portion of the Transfer Shares in proportion to the Shareholding of the Remaining Founders and Investors, on a Fully Diluted Basis (without consideration of Shares held by any other Shareholders or reserved for issuance pursuant to the ESOP Pool, ESOP Trust or the Perfint Founders and Key Employees Trust to the extent unallocated or unissued) at the same price and on the same terms and conditions as those offered to the Intending Purchaser ("Right of First Refu ▇▇▇") .
17.2 Procedure pertaining to Right of First Refusal.
17.2.1. The Selling Shareholder proposing to Transfer any Shares shall deliver to each of the Remaining Founders ("Transfer Notice") offering the Transfer Shares to be bought by the Remaining Founders and InvestorsThe Transfer Notice shall contain the name of the Intending Purchaser, who shall be a bonafide purchaser in value to whom such Selling Shareholder proposes to sell the Transfer Shares, the price which shall be on a cash only basis and the terms of the payment. Each of the Remaining Founders and/or Investors, as the case maybe, may exercise its Right of First Refusal with respect to all of Transfer Shares by giving a written notice to the Selling Shareholder ("Acceptance Notice") within thirty (30) days after delivery of the Transfer Notice ("Acceptance Period") . If the Remaining Founders or any of the Investors' nominee exercises their Right of First Refusal, the Selling Shareholder shall not sell the Transfer Shares to any person other than the Remaining Founders and/or the Investor or their nominees. This procedure shall be repeated until all the Transfer Shares are either accepted by the Remaining Founders or Investors or any of them or finally rejected.
17.2.2. In the event all Transfer Shares have not been purchased by the Remaining Founders or the Investors in accordance with Article 17.2.1, the Company may buy back such Transfer Shares at a price not higher than the price mentioned in the Transfer Notice.
17.3 The exercise or election by an Investor or failure to exercise their Right of First Refu...
Right of First Refusal and Co-Sale. General. Subject to the rights conferred on the Investors in clause 3.2.3 and the provisions of Clause 10.1 and 10.2, each Promoter and Existing Shareholder and/or any employee shareholder (for this Clause “Selling Shareholder”) hereby unconditionally and irrevocably grants to the Investors (“Right Holders”) a right (“Right of First Refusal”) to purchase all or a portion of the Shares that such Selling Shareholder may propose to Transfer (“Sale Shares”).
Right of First Refusal and Co-Sale. The parties have concurrently herewith entered into a Right of First Refusal and Co-Sale Agreement, pursuant to which the Company’s securityholders (other than United) grant United first refusal and co-sale rights on certain sales of the Company’s securities, as further described therein.
Right of First Refusal and Co-Sale. (a) Upon the expiration of the 24-month period described in Section 10.1(b) above, subject to Sections 11.2 and 11.4, and provided that an IPO has not occurred, an Equity Owner which desires to sell all or any portion of its Ownership Interest to a third party purchaser other than a Member shall obtain from such third party purchaser ("Third Party Purchaser") a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor ("Third Party Offer"). The Selling Equity Owner shall give written notification ("Notice of Sale") to the Company and the other Equity Owners who are Members (the "Remaining Members"), by certified mail or personal delivery, of its intention to so Sell such Ownership Interest (the "Offered Interest"). The Notice of Sale shall be accompanied by a copy of the Third Party Offer. If any portion of the purchase price offered by such third party purchaser consists of consideration other than cash or a promissory note ("Non-cash Consideration"), then: the Notice of Sale also shall be accompanied by a good faith estimate by the Selling Equity Owner of the fair market value of the Non-cash Consideration ("Purchase Price").
Right of First Refusal and Co-Sale. Each Ordinary Shareholder shall, on the terms and conditions set forth below, have the right to purchase up to its pro rata portion, as determined below, of any equity interest of IAPL offered for Transfer (as defined below) by another Ordinary Shareholder (a “Selling Shareholder”) on the same price and terms and conditions as the Selling Shareholder offers such equity interest (the “Offered Shares”) to the potential purchasers, or Transfer its Ordinary Shares in the proposed sale on a pro rata basis (the “Refusal and Co-Sale Right”). Determination of the Ordinary Shareholder’s pro rata portion pursuant to the Refusal and Co-Sale Right shall be based on the Ordinary Shareholder’s percentage of ownership of IAPL’s issued and outstanding Ordinary Shares held at the time of the Selling Shareholder’s offer.
(i) For purposes of this Section 5.2(b), “Transfer” includes any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly, of any equity interest of IAPL; provided, however, any Exchange pursuant to the terms of this Agreement, and any transfer by a Purchaser to an Affiliate of such Purchaser (which shall be subject always to Section 5.3), shall not constitute a Transfer and shall not be subject to the Refusal and Co-Sale Right.