The Right. In the event a Holder of Series A Preferred proposes to sell, assign, pledge or in any manner transfer any of the Series A Preferred or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (a "SELLER"), to one (1) or more unaffiliated third parties in a transaction not registered under the Securities Act, then such Seller shall first grant the other Holders of Series A Preferred (the "NONSELLING HOLDERS") the right to purchase all or any part of such securities (the "OFFERED SECURITIES") on the same terms as such Seller is willing to sell or otherwise transfer the Offered Securities to such third parties and then, to the extent such Nonselling Holders do not fully exercise their rights with respect to the Offered Securities, to the Company. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, the price payable by the purchasing Holders and/or the Company (or its designee) (collectively, the "PURCHASING PARTIES ") shall be
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The Right. In the event a Holder of Series A Preferred Holder proposes to sell, assign, pledge or in any manner transfer any of the Series A Preferred Preferred, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (a "SELLER"), to one (1) or more unaffiliated third parties in a transaction not registered under the Securities Act, then such Seller shall first grant the other Holders of Series A Preferred Holders, as the case may be (the "NONSELLING HOLDERS") ), the right to purchase all or any part of such securities (the "OFFERED SECURITIES") on the same terms as such Seller is willing to sell or otherwise transfer the Offered Securities to such third parties and then, to the extent such Nonselling Holders do not fully exercise their rights with respect to the Offered Securities, to the Company. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, the price payable by the purchasing Holders and/or the Company (or its designee) (collectively, the "PURCHASING PARTIES PARTIES") shall bebe deemed to be the fair market value of the securities at such time, as reasonably determined by the Board of Directors in good faith.
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