Right of Purchase Clause Samples

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject to the purchase rights set forth herein. Upon a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager of the occurrence of a Dissociation Event (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase all of the Dissociated Member’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteen

Right of Purchase. The Company hereby grants to the Purchaser so long as it shall own, of record or beneficially, or have the right to acquire, any Purchased Shares, Conversion Shares or Common Stock, the right to purchase all or part of its pro rata share of New Securities (as defined in Section 5.2) which the Company, from time to time, proposes to sell and issue. A Purchaser's pro rata share, for purposes of this preemptive right, is the ratio of the number of Purchased Shares, Conversion Shares and shares of Common Stock which such Purchaser owns or has the right to acquire to the total number of Purchased Shares, Conversion Shares and shares of Common Stock then outstanding.

Right of Purchase. (a) Subject to the provisions of Section 2.1 hereof, any Existing Stockholder may Transfer any interest in any Existing Stockholder Securities pursuant to a Third Party Sale in accordance with the provisions of this Section 2.2 and Section 2.3. At least 45 days prior to any Third Party Sale, the transferring Stockholder (the "Transferring Stockholder") will deliver a written notice (the "Offer Notice") to the Company and to each of the other Stockholders (the "Non-Transferring Stockholders"). The Offer Notice will disclose in reasonable detail the proposed number of shares of Existing Stockholder Securities to be transferred, the class or classes of such Existing Stockholder Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. The Non-Transferring Stockholders may elect to purchase all (but not less than all) of the Existing Stockholder Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Company within 15 days after the delivery of such Offer Notice (the "Stockholder Election Period"). If one or more of the Non-Transferring Stockholders elect to purchase all of such Existing Stockholder Securities, each Non-Transferring Stockholder electing to purchase Securities will be entitled to purchase from the Transferring Stockholder a pro rata portion (based upon the respective number of shares of Securities then held by such Non-Transferring Stockholders (on a fully-diluted basis)) of the securities proposed to be transferred. If none of the Non-Transferring Stockholders elects to purchase all of the Existing Stockholder Securities being offered and the Company does not offer to purchase such Securities within the five (5) day period after expiration of the Stockholder Election Period, the Transferring Stockholder may, within 90 days after the expiration of the Stockholder Election Period, complete the Third Party Sale of the Existing Stockholder Securities specified in the Offer Notice at a price and on terms no more favorable to the transferees than the price and terms offered to the Non-Transferring Stockholders in the Offer Notice, provided that no such Third Party Sale may be completed except in compliance with Section 2.3 and unless each of such transferees shall have executed and delivered an Instrument of Accession as a condition precedent to the transfer thereof. If the Transferring...

Right of Purchase. If any lender of a Partnership Interest Loan or any third party (each a "LOAN DEFAULT TRANSFEREE") should become an assignee of any Partner's Partnership Interest as a result of a default under any such Partnership Interest Loan, whether by or through foreclosure of its security interest in and to such Partnership Interest, assignment-in-lieu thereof, or otherwise, then a Partner of the other Party shall have a one-time right to purchase from the Loan Default Transferee such assignee's interest in the Partnership Interest on the terms and conditions of this SECTION 6.3(h). No later than five (5) business days after its acquisition of such assignee's interest in the Partnership Interest, the Loan Default Transferee shall deliver written notice (the "LOAN DEFAULT TRANSFER NOTICE") to the other Partners notifying such other Partners of the transfer, setting forth such Loan Default Transferee's address for notices and stating the credit bid, purchase price or other amount paid for the assignee's interest in the Partnership Interest (which amount may include the discharge of indebtedness in exchange therefor). The other Partners may then exercise its rights under this SUBSECTION (h) by delivering to the Loan Default Transferee, within 30 days after such other Partner's receipt of the Loan Default Transfer Notice, written notice stating its intention to purchase such assignee's interest in the Partnership Interest. The purchase price for the assignee's interest in the Partnership Interest shall equal the credit bid, purchase price or other amount paid by such Loan Default Transferee for such assignee's interest in the Partnership Interest as stated in the Loan Default Transfer Notice, plus interest thereon from the date that the Loan Default Transferee acquires title to the assignee's interest in the Partnership Interest until the date that the sale of the assignee's interest in the Partnership Interest to the other Partner is consummated at the default rate stated in the loan documents. If any other Partner exercises its option to purchase such assignee's interest in the Partnership Interest hereunder to such other Partner or its designee, the transfer of the assignee's interest in the Partnership Interest to the other Partner shall be consummated no later than the sixtieth (60th) day after the date of such Loan Default Transferee's receipt of the other Partner's written notice exercising such purchase option. The other Partner may designate an Affiliate of suc...

Right of Purchase. The Company hereby grants to each Purchaser so long as it shall own, of record or beneficially, or have the right to acquire from the Company, any Series A Preferred Stock, the right to purchase all or part of his or its Pro Rata Share of New Securities (as such term is defined herein) which the Company, from time to time, proposes to sell and issue. For purposes of this purchase right, the term "Pro Rata Share" shall mean the ratio of the number of shares of Series A Preferred Stock (calculated on a fully converted basis, including without limitation the Conversion Shares and Warrant Shares) which such Purchaser owns to the total number of shares of Series A Preferred Stock (calculated on a fully converted basis) and shares of Common Stock then outstanding.

Right of Purchase. (a) The Company hereby grants to the Investors and ADC so long as such Investor or ADC shall own any Shares, of record or beneficially, the right to purchase all or part of such Investor's or ADC's pro rata share of New Securities (as defined below) which the Company, from time to time, proposes to sell and issue. Such Investor's or ADC's pro rata share, for purposes of this purchase right, is the ratio of the number of Ordinary Shares which such Investor or ADC owns or has the right to acquire from the Company upon conversion of the Series A Preferred Shares and the Series B Preferred Shares to the total number of Ordinary Shares then owned by all Investors and ADC and all Ordinary Shares issuable to Investors upon the conversion of the Series A Preferred Shares or Series B Preferred Shares held by all Investors. Each Investor and ADC shall have a right of over-allotment pursuant to this Section 5 such that to the extent any Investor or ADC does not exercise his or its purchase right in full hereunder, such additional shares of New Securities which such Investor or ADC did not purchase may be purchased by the other Investors or ADC, if applicable. (b) For purposes of this Agreement, "New Securities" shall mean any share capital of the Company whether now authorized or not, and rights, options or warrants to purchase share capital, and securities of any type whatsoever that are, or may become convertible into or exchangeable for share capital, issued on or after the date hereof; provided that the term "New Securities" does -------- not include (i) Ordinary Shares issued as a stock dividend to holders of Ordinary Shares or upon any stock split, subdivision or combination of Ordinary Shares, (ii) Series A Preferred Shares or Series B Preferred Shares issued as a dividend to holders of Series A Preferred Shares or Series B Preferred Shares or upon any stock split, subdivision or combination of Series A Preferred Shares tock or Series B Preferred Shares, (iii) options or warrants (or Ordinary Shares issuable upon exercise thereof) issued pursuant to the Company's Employee Share Option Plan in accordance with the terms of the Purchase Agreement, (iv) share capital, options or warrants to purchase share capital issued in connection with any acquisition approved by the Board of Directors of the Company, (v) any options, warrants or share capital approved by the Board of Directors for issuance in connection with senior financing extended to the Corporation and (vi...

Right of Purchase. The Seller Member will have the right to purchase Schedule II Assets and certain other Portfolio Assets on the terms and subject to the conditions set forth in paragraph 7 of Annex 3.

Right of Purchase. Other than as required by law, QUALCOMM agrees that from the Amendment Effective Date through the end of the Term, Buyer and its Affiliates shall have a right to purchase all of the GSP-1700s produced by QUALCOMM, at the prices set forth on Attachment 1 to this Amendment and GSP-1700s retained for warranty or test purposes at a price of [*]. This right is subject to (i) Buyer taking timely delivery of, and making timely payments in full for, the quantities of GSP-1700s as set forth on Attachments 1 and 1(a) and (ii) Buyer not being in breach hereunder.

Right of Purchase. (a) [****] (b) [****] (c) [****] (d) [****] (e) [****] (f) [****]