RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE Sample Clauses

RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) If any Institution shall desire at any time to effect a Disposition of Shares ("OFFERED SHARES") and shall receive a purchase offer therefor or the terms of a potential purchase offer therefor from a Bona Fide Purchaser (such offers being hereinafter referred to as a "PURCHASE OFFER"), then such Institution ("SELLING SHAREHOLDER") shall promptly notify the Company and the Purchasing Shareholders of the terms and conditions of such Purchase Offer (which notice shall constitute notice of the Purchase Offer for purposes of Section 3(b) and 3(c) below and shall specify the circumstances under which a Co-Sale Right may be exercised); provided, however, (i) that this Section 3 shall not apply to any Disposition by a Selling Shareholder to its Permitted Transferee, (ii) the Co-Sale Rights set forth in Section 3(c) shall only apply to a Disposition or portion of a Disposition by (A) Whitney V only to the extent that after giving effect to such Disposition the number of Preferred Shares (and/or the number of Common Shares into which such Preferred Shares have been converted) held by Whitney V has an aggregate cost to Whitney V of less than $38.2 million and (B) Golden Gate Fund only to the extent that after giving effect to such Disposition the number of Preferred Shares (and/or the number of Common Shares into which such Preferred Shares have been converted) held by Golden Gate Fund has an aggregate Cost to Golden Gate Fund of less than U.S. $23.4 million and (iii) the right of first refusal in Section 3(b) and the Co-Sale Rights in Section 3(c) shall not apply to a Disposition or portion of a Disposition by Whitney V or Golden Gate Fund subject to the Syndication Right in Section 4 hereof.
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. [DISCUSS]
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) If any Eligible Stockholder shall desire at any time to sell, pledge or transfer any of its Shares and shall receive a bona fide purchase offer therefor or the terms of a potential bona fide purchase offer therefor (such offers being hereinafter referred to as a "Purchase Offer"), then such selling Stockholder shall promptly notify the Company and each other Eligible Stockholder of the terms and conditions of such Purchase Offer; provided, however, that this Section 3 shall not apply to any transfers by an Eligible Stockholder to such Eligible Stockholder's Permitted Transferees.
Sample 1
RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) In the event that any of the shareholders of the Company (in this Article, a "SELLING SHAREHOLDER"), proposes to transfer all or any of its securities other than to a Permitted Transferee, as defined below (the "OFFERED SECURITIES"), such Selling Shareholder shall first offer such Offered Securities to each of the other shareholders of the Company holding at least one (1) per cent of the then issued and outstanding share capital of the Company (the "OTHER SHAREHOLDERS") by delivering to each one a written notice of such proposal (the "OFFER"). The Offer shall state the identity of the Selling Shareholder, the identity of the proposed transferee(s) and the proposed terms of sale of the Offered Securities. Each of the Other Shareholders may accept the Offer, on a pro rata basis among the Other Shareholders, in respect of all of the Offered Securities, by giving such Selling Shareholder and the Company notice to that effect within thirty (30) days after receiving the Offer (the "ACCEPTANCE PERIOD"). In the event that the Other Shareholders accept the Offer, then they shall acquire all the Offered Securities, on the terms set forth in the Offer, and on a pro-rata basis among themselves (determined for each of them as the result of the multiplication of the number of Offered Securities by a fraction the numerator of which is the number of ordinary shares held by such holder (on as converted basis), and the denominator of which is the aggregate number of all Ordinary Shares held by all Other Shareholders (on an as converted basis)). In the Event the Other Shareholder do not accept the Offer in full, then, within 3 (three) days from the termination of the Acceptance Period, the Selling Shareholders shall give the Other Shareholders who exercise their right of first refusal set forth herein (the "ACCEPTING SHAREHOLDERS") and the Company, a written notice of the number of Offered Securities which remains unexercised by the Other Shareholders (the "REMAINING SHARES"). Each of the Accepting Shareholders shall have 7 (seven) days from delivery of such notice to agree to purchase the Remaining Shares on a pro rata basis among the Accepting Shareholders. The calculation of the pro rata basis with respect to the Remaining Shares shall be according to the calculation set herein above mutatis mutandis. In the event that the Other Shareholders do not accept the Offer in full then the Selling Shareholder shall, at the expiration of the aforementioned seven (7) day period...
Sample 1
RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) If any Stockholder shall desire at any time to effect the Disposition of any of his, her or its Shares (the "Offered Shares") and shall receive a purchase offer therefor or the terms of a potential purchase offer therefor from a Bona Fide Purchaser (such offers being hereinafter referred to as a "Purchase Offer"), then such selling Stockholder ("SELLING STOCKHOLDER") shall promptly notify the Company and each Institutional Investor of the terms and conditions of such Purchase Offer; provided, however, that this Section 4 shall not apply to any Disposition by a Stockholder to such Stockholder's Permitted Transferees or by any Preferred Stockholder to any Person.
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. The parties will have a right of first refusal with respect to any Joint Venture interests proposed to be transferred by the other party. Before either party may sell an interest in the Joint Venture, it will give the other party an opportunity to participate in such sale.
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) If any Stockholder shall desire at any time to effect the Disposition of any of such Stockholder's Shares (or cause the Holding Company to effect the Disposition of any Shares allocated to such Stockholder's Capital Account) (the "OFFERED SHARES") and shall receive a purchase offer therefor or the terms of a potential purchase offer therefor from a Bona Fide Purchaser (such offer being hereinafter referred to as a "PURCHASE OFFER") then such selling Stockholder ("SELLING STOCKHOLDER") shall promptly notify the Company, the Holding Company and each Eligible Stockholder of the terms and conditions of such Purchase Offer; provided, however, that this Section 4 shall not apply to any transfers by (i) a Stockholder (or by the Holding Company) to such Stockholder's Permitted Transferees, or (ii) any Eligible Stockholder to any Person.
Sample 1
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE. (a) If any Stockholder shall desire at any time to effect the Disposition of any of his, her or its Shares (the “Offered Shares”) and shall receive a purchase offer therefor or the terms of a potential purchase offer therefor from a Bona Fide Purchaser (such offers being hereinafter referred to as a “Purchase Offer”), then such selling Stockholder (“Selling Stockholder”) shall promptly notify the Company, each Institutional Investor and each Management Purchaser who is not a Selling Stockholder, in each case who is an Accredited Investor (each an “Offeree Stockholder”) of the terms and conditions of such Purchase Offer; provided, however, that this Section 4 shall not apply to any Disposition by a Stockholder to such Stockholder’s Permitted Transferees or by any Institutional Investor or its Permitted Transferees to any Person.
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RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE 
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Related to RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE

  • 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 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 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.

  • 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.

  • 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.

  • 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 Co-Sale To the extent the Investors do not exercise their respective Rights of First Refusal (the “Co-Sale Right Holders”) as to the Offered Shares proposed to be sold by the Transferor to the third party transferee identified in the Transfer Notice in accordance with Section 4.4, such Co-Sale Right Holder shall have the right (but no obligation) to participate in, and the Transferor shall have the obligation to procure the third party transferee to accept, the transfer of any Offered Shares to the extent that such Co-Sale Right Holder’s Pro Rata Co-Sale Share (defined as below) will be transferred at the same price and subject to the same terms and conditions as specified in the Transfer Notice (the “Right of Co-Sale”). For the purpose of this Section 4.5, a Co-Sale Right Holder’s “Pro Rata Co-Sale Share” shall mean that number of Ordinary Shares (calculated on an as-converted basis) which equals the number of the Offered Shares specified in the Transfer Notice multiplied by a fraction equal to (i) the total number of Ordinary Shares (calculated on an as-converted basis) then held by such Co-Sale Right Holder at the time of the transfer, divided by (ii) the total number of Ordinary Shares (calculated on an as-converted basis) held by the Co-Sale Right Holders that have elected to exercise the Right of Co-Sale plus the total number of Ordinary Shares (calculated on an as-converted basis) then held by the Transferor. The Co-Sale Right Holder shall deliver, within the Option Period, a written notice (the “Co-Sale Notice”) to the Transferor, stating (i) its decision to exercise the Right of Co-Sale as specified in the Co-Sale Notice, and (ii) the number of Shares that such Co-Sale Right Holder elects to transfer, in order to effect its Right of Co-Sale. If the Co-Sale Right Holder sends out the Co-Sale Notice within the Option Period, and provided, however, that the Co-Sale Right Holder fails to effect its Right of Co-Sale due to failure to obtain the consent of the third party transferee or the approval, consent or exemption (if necessary) from the Governmental Authority, notwithstanding anything to the contrary in this Agreement, the Transferor shall not effect any transfer of the Offered Share of the Company to the third party transferee without the prior written consent of the Co-Sale Right Holders, unless the Transferor purchases the number of the Shares that such Co-Sale Right Holder elects to transfer at the same price and subject to the same terms and conditions as specified in the Transfer Notice.

  • 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.

  • 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.

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