Right of First Refusal; Tag-Along Right Sample Clauses

Right of First Refusal; Tag-Along Right. Notwithstanding any provision contained herein to the contrary, if at any time a Member shall desire to sell all or any portion of its limited liability company interest in the Company to an unaffiliated third party purchaser (the “Third Party Purchaser”), then before any such sale may be consummated, the terms and provisions of this Section 11(e) must be complied with.
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Right of First Refusal; Tag-Along Right. Subject to the provisions of this Agreement, including Section 7.2 above, in case any Shareholder (“Selling Shareholder”) wishes to Transfer any of its Shares, directly or indirectly, to any Third Party, the other Shareholder shall have the right of first refusal to acquire all-and not less than all-of the Shares to be transferred (“Right of First Refusal”). As long as any Shareholder owns Shares representing [*] or less of the Company's capital stock, such Shareholder shall also have the right to include in the offer of the Selling Shareholder its own Shares together with the Shares of the Selling Shareholder, as per the provisions below (“Tag Along Right”). Each such right shall be exercised in accordance with the terms set forth below.
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Right of First Refusal; Tag-Along Right. Subject to the provisions of this Agreement, including Section 10.02(a) above, in case any Member (“Selling Member”) wishes to Transfer any of its Membership Units, directly or indirectly, to any Third Party, the other Member shall have the right of first refusal to acquire all-and not less than all-of such Membership Units (“Right of First Refusal”). As long as a Member owns Membership Units representing fifty percent (50%) or less of the Company's Membership Units, such Member shall also have the right to include in the offer of the Selling Member its own Membership Units together with the Membership Units of the Selling Member, as per the provisions below (“Tag Along Right”). Each such right shall be exercised in accordance with the terms set forth below.
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Right of First Refusal; Tag-Along Right. (a) Except as otherwise permitted by the terms of this Section 6.10, no Selling Shareholder shall, or shall attempt to, whether pursuant to its statutory right or otherwise, Transfer any of the Shares held by him (i) prior to the Outside Date or (ii) to any Person who is in competition with the business of the Purchaser except with the prior written consent of the Purchaser. Any Transfer of Shares attempted in violation of this Section 6.10 shall be null and void and shall not be binding upon the Company.
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Right of First Refusal; Tag-Along Right. The Shareholders undertake not to sell part or all of the Company's shares that are or will be held by them for a period of three (3) years commencing from the Closing Date, such prohibition against sale not to apply with respect to wholly-controlled companies, first-degree family members or amongst the Shareholders of the Company between themselves on condition that the transferee will be made subject in advance and in writing to the undertakings by virtue of this Agreement in addition to the undertaking of the Shareholders. Upon the expiration of such three-year period mentioned in this clause the Purchaser will have the first right of refusal regarding any sale of the Company's shares by any of the Shareholders. It is further agreed that the Shareholders and the Purchaser will have a tag along right on a sale of shares by the other. The conditions of the first right of refusal and the tag along right will be set out in the New Articles.
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Right of First Refusal; Tag-Along Right. (a) The Parties agree that if, at any time on or after the fifth anniversary of the Closing Date, any one or more Wachovia Members propose to Transfer any or all of its or their outstanding Interests to one or more Third Party transferees, Wachovia, on behalf of such Wachovia Members, shall first (i) obtain a bona fide written offer from such proposed transferee(s) setting forth in reasonable detail the terms and conditions of such offer (the "Third Party Offer") and (ii) offer to Prudential to sell to the Prudential Member or Members designated by Prudential, all but not less than all of the Interests proposed to be Transferred by such Wachovia Members pursuant to the Third Party Offer (the "Offered Interests") at the same price and upon substantially the same terms and conditions as to certainty, financing support, contingent obligations and similarly material terms and without a materially longer period of time required to obtain any necessary Government Approvals as the Third Party Offer; provided that if such Third Party Offer shall provide for any non-cash consideration, in lieu thereof, the Prudential Member or Members must pay an amount in cash equal to the Appraised Value of such non-cash consideration in accordance with Section 11.2. Such offer by Wachovia to Prudential (the "Sale Offer") shall be in writing (the "Sale Notice") and irrevocable for a period (the "Election Period") of not less than 20 Business Days or, if later because of the delay in the determination of the fair market value of any non-cash consideration included in the Third Party Offer pursuant to Section 11.2, not less than 10 Business Days after such determination, shall have a copy of the Third Party Offer attached thereto, and shall include the identity of the Third Party transferee(s) and the material terms and conditions of such Third Party Offer including price and other financial terms to the extent not provided in the copy thereof attached to the Sale Notice.
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Right of First Refusal; Tag-Along Right. (a) In the event that, prior to the earlier of (x) the first anniversary of the Closing Date and (y) the date on which all of the Foreman Shares have been registered under the Securities Act pxxxxxxx to an effective registration statement (the earlier of such dates, the "Extended Notification Date"), a Holder seeks to transfer any shares of Common Stock, whether voluntarily or involuntarily, except to a Permitted Transferee (as defined below) or pursuant to a De Minimis Sale (as defined below) (such Holder, in such capacity, the "Selling Holder"), such Selling Holder shall provide ninety (90) days' prior written notice of such Selling Holder's intention (the "Selling Notice") to the other Holder (in such capacity, the "Notified Holder"). The Selling Notice shall specify the number of shares of Common Stock to be transferred (the "Selling Holder Shares") and shall state the price (the "Offered Price") and all other terms of the proposed transaction.
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Right of First Refusal; Tag-Along Right. Subject to Sections 8.01, 8.02, 8.08 and 8.09 and the restrictions in Section 8.05(f):
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Right of First Refusal; Tag-Along Right 
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Related to Right of First Refusal; Tag-Along Right

  • 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.

  • 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.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to 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.

  • 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 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.

  • 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”).

  • Drag Along Right Notwithstanding any other provision hereof, if any Holder has not exercised its Tag-Along Right with respect to the maximum number of Holder’s Shares for which such Holder is permitted (pursuant to Section 2(b)(ii)(B) above) to exercise such Tag-Along Right in respect of a Third Party Sale, then, upon the demand of any Selling Fortress Entity participating in such Third Party Sale (in each such entity’s sole discretion), such Holder shall sell to the respective Third Party the number of whole Holder’s Shares (rounded upwards or downwards, as applicable), whether or not the restrictions on Transfer of Common Stock have lapsed, equal to the product of (x) the total number of Holder’s Shares held by such Holder on the date of the Drag-Along Notice (as defined below) and (y) the Third Party Sale Percentage, at the same price and on the same terms and conditions as such Selling Fortress Entity has agreed to with such Third Party; provided, however, that each such Holder shall not be permitted to sell any unvested Holder’s Shares (provided that the Company may, in its sole discretion, accelerate the vesting of any unvested Holder’s Shares); provided further that such Selling Fortress Entity shall use its reasonable, good faith efforts to provide that (A) the only representation and warranty which such Holder shall be required to make in connection with the Third Party Sale is a representation and warranty with respect to such Holder’s own ownership of the Holder’s Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances and adverse claims and (B) the liability of such Holder with respect to any representation and warranty made in connection with the Third Party Sale is the several liability of such Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such Holder in the Third Party Sale; provided further, that a Holder shall not be obligated to participate in any Third Party Sale pursuant to this Section 2(b)(iii) unless such Holder is provided an opinion of counsel to the effect that the Third Party Sale is not in violation of applicable federal and state securities or other laws or, if such Holder is not provided with an opinion with respect to the matters contemplated by this proviso, each Selling Fortress Entity who has delivered a Drag-Along Notice to such Holder shall indemnify such Holder for any such violation. If the Third Party Sale is in the form of a merger transaction, each Holder agrees to vote its Holder’s Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.

  • 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").

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

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