Common use of Selling Shareholder’s Right to Transfer Clause in Contracts

Selling Shareholder’s Right to Transfer. If all of the Sale Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the Company, then the Selling Shareholder may sell or otherwise transfer such Sale Shares to that Proposed Transferee at the First Refusal Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the First Refusal Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Shares if applicable in the hands of such Proposed Transferee. If the Sale Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, a new First Refusal Notice shall be given to the Company, and the Company shall again be offered the Right of First Refusal in accordance with this Section 13 before any Shares held by the Selling Shareholder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Rights and Restrictions Agreement (Emachines Inc /De/)

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Selling Shareholder’s Right to Transfer. If all of the Sale Offered Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 6, then none of the Offered Shares shall be purchased under this Section 6, and the Selling Shareholder may sell or otherwise transfer such Sale the Offered Shares to that Proposed Transferee at the First Refusal Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within 120 Ninety (90) days after the date of the First Refusal Notice Notice, (b) is in accordance with all of the terms of this Agreement and provided further that any such sale or all other transfer agreements between the Selling Shareholder and the Company and (c) is effected in accordance with any all applicable securities laws laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Offered Shares if applicable in the hands of such Proposed Transferee. If the Sale Offered Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, a new First Refusal Notice shall be given to the Company, and the Company or its assignees shall again be offered the Right Rights of First Refusal in accordance with this Section 13 before any Offered Shares held by the Selling Shareholder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Hydrogen Burner Technology Inc)

Selling Shareholder’s Right to Transfer. If all of the Sale Offered Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 7, then none of the Offered Shares shall be purchased under this Section 7, and the Selling Shareholder may sell or otherwise transfer such Sale the Offered Shares to that Proposed Transferee at the First Refusal Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within 120 ninety (90) days after the date of the First Refusal Notice Notice, (b) is in accordance with all of the terms of this Agreement and provided further that any such sale or all other transfer agreements between the Selling Shareholder and the Company and (c) is effected in accordance with any all applicable securities laws laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Offered Shares if applicable in the hands of such Proposed Transferee. If the Sale Offered Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, a new First Refusal Notice shall be given to the Company, and the Company or its assignees shall again be offered the Right Rights of First Refusal in accordance with this Section 13 before any Offered Shares held by the Selling Shareholder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Hydrogen Burner Technology Inc)

Selling Shareholder’s Right to Transfer. If all of the Sale Offered Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the CompanyCompany or its assignee(s) as provided in this Section 7, then none of the Offered Shares shall be purchased under this Section 7, and the Selling Shareholder may sell or otherwise transfer such Sale the Offered Shares to that Proposed Transferee at the First Refusal Offered Price or at a higher price, provided that such sale or other transfer (a) is consummated within 120 ninety (90) days after the date of the First Refusal Notice Notice, (b) is in accordance with all of the terms of this Agreement and provided further that any such sale or all other transfer agreements between the Selling Shareholder and the Company and (c) is effected in accordance with any all applicable securities laws laws, and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Offered Shares if applicable in the hands of such Proposed Transferee. If the Sale Offered Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, then a new First Refusal Notice shall be given to the Company, and the Company or its assignees again shall again be offered the Right Rights of First Refusal in accordance with this Section 13 before any of the Offered Shares held by the Selling Shareholder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hydrogen Burner Technology Inc)

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Selling Shareholder’s Right to Transfer. If all of the Sale --------------------------------------- Shares --------------------------------------- proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by either the Shareholders or the Company, then the Selling Shareholder may sell or otherwise transfer such Sale Shares and other securities to that Proposed Transferee at the First Refusal Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the First Refusal Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Sale Shares and such other securities if applicable in the hands of such Proposed Transferee. If the Sale Shares and other securities described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, a new First Refusal Notice shall be given to the CompanyCompany and the Shareholders, and the Shareholders and the Company shall again be offered the Right of First Refusal in accordance with this Section 13 16 before any Shares held by the Selling Shareholder Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Rights and Restrictions Agreement (Emachines Inc /De/)

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