Rights of First Refusal Sample Clauses

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.
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Rights of First Refusal. So long as any portion of Convertible Debentures are outstanding, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyers such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Buyers shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.
Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representa...
Rights of First Refusal. Except as set forth on Schedule 4c(i) or Schedule 4r, 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.
Rights of First Refusal. Solely in connection with the tender and purchase of Company Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Company Shares owned by, or issuable to, any Person, other than rights to repurchase unvested shares, if any, that may be held by Persons pursuant to the grant of restricted stock purchase rights or following exercise of employee stock options.
Rights of First Refusal. The Company and each of the non-transferring Shareholders shall have the option, but not the obligation, to purchase all or part of the Offered Securities on the same terms as are specified in the Transfer Notice, including any deferred payment terms, PROVIDED, that the Company and each such Shareholder shall have the right to substitute cash in the amount of the fair market value of any non-cash consideration proposed to be received from the proposed transferees. Within 30 days after the effective date of the Transfer Notice, the Company and each of the non-transferring Shareholders shall give written notice to the Transferring Shareholder stating whether it elects to exercise such option, and if so, as to how many of the Offered Securities it elects to exercise such option. Failure by the Company or any non-transferring Shareholder to give such notice within such time period shall be deemed an election by it not to exercise its option. If the aggregate number of Offered Securities for which the Company and the non-transferring Shareholders exercise such options exceeds the total number of Offered Securities, then the Shareholders exercising such purchase rights shall be entitled to purchase the Offered Securities PRO RATA in proportion to the numbers of shares of Class A Common Stock held by each such Shareholders, determined on an as-converted basis, and the Company shall be entitled to purchase so much of the remaining Offered Securities, if any, as to which it has exercised its option. The closing of the purchase and sale of the Offered Securities shall take place as soon as is reasonably practicable at such date, time, and place as the Company and the Shareholders exercising their purchase options hereunder may reasonably determine. As to any Offered Securities that the Company and the Shareholders do not elect to purchase hereunder, subject to the provisions of Section 1(c)(ii) hereof, the Transferring Shareholder shall thereafter be free for a period of 90 days to consummate the Transfer described in the Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) shall first execute and deliver to the Company an Instrument of Adherence in the form of EXHIBIT A annexed hereto, which executed Instrument of Adherence shall become a part of this Agreement upon acceptance by the Company. However, if such Transfer is not consummated within such 90-day period, the Transfe...
Rights of First Refusal. 17 4.1 Subsequent Offerings.........................................................17
Rights of First Refusal. Section 10.2 of the Redevelopment Agreement provides that the Developer has a right of first refusal (each such right of first refusal set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) pri...
Rights of First Refusal. So long as any portion of this Debenture is outstanding (including principal or accrued interest), if the Obligor intends to raise additional capital by the issuance or sale of capital stock of the Obligor, including without limitation shares of any class of Common Stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of Common Stock (whether the offering is conducted by the Obligor, underwriter, placement agent or any third party) the Obligor shall be obligated to offer to the Holder such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Holder shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer. This Debenture is subject to the following additional provisions:
Rights of First Refusal. So long as any portion of Convertible Debentures are outstanding, if the Company intends to raise additional capital by the issuance or sale of, including but not limited to, shares of Common Stock, (ii) preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock, preferred stock, options, warrants or any other securities convertible or exercisable into shares of Common Stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Investor such issuance or sale, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Investor shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.