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.
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. 17 4.1 Subsequent Offerings.........................................................17
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. At least 15 business days before any Investor may effect any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which a...
Rights of First Refusal. The Holder shall have a right of first refusal pro rata according to the Holder's ownership of Preferred Stock on the date on which the Company's notice pursuant to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.
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...
