Waiver of Rights of First Refusal. Set forth on Schedule B is a complete list of all rights of first refusal, preemptive rights or similar rights held by the Stockholder and any of its Affiliates to purchase Shares upon transfer (collectively, "Rights of First Refusal"). From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the first anniversary of the Termination Date, the Stockholder shall not, and shall cause each its Affiliates who hold Rights of First Refusal not to, directly or indirectly, without the consent of Acquiror, in respect of the Offer, the Merger, any Acquisition Proposal, any Second Transaction or otherwise, exercise any of such Rights of First Refusal to purchase or otherwise acquire Shares.
Waiver of Rights of First Refusal. The Company Stockholder, by his or her execution of this Agreement, expressly waives any and all rights of first refusal and rights of first offer, including without limitation the rights of first refusal set forth in the Company's Articles of Association and in the Consortium Agreement dated September 15, 1995, as amended, among the holders of the Company's Series A Stock, with respect to any offer to sell or sale of capital stock of the Company by any person or entity to the Buyer on or about the date hereof.
Waiver of Rights of First Refusal. The Shareholders shall have delivered to Buyer evidence satisfactory to Buyer in its sole discretion that any right of first refusal in favor of the Shareholders and/or any of the Company in connection with the sale of the Company's stock, whether pursuant to the Company's Articles of Incorporation or otherwise, have been waived by the Shareholders and/or the Company, as the case may be.
Waiver of Rights of First Refusal. The Shareholders of the Company shall have agreed to waive any rights of first refusal, pre-emptive rights or other contractual participation rights with respect to the issuance of the Note and the Conversion Shares thereunder, which shall be addressed in the shareholders resolutions as required in Section 5.3.
Waiver of Rights of First Refusal. The requisite percentage of Rights Investors hereby waives any and all right of first refusal to purchase up to a pro rata share of New Securities pursuant to Section 3 of the Rights Agreement, in connection with the FAST Merger and the Series B Financing, including all securities issued or authorized for issuance pursuant to the terms of the FAST Merger and Series B Financing.
Waiver of Rights of First Refusal. Either (a) all the Major Shareholders shall have waived in writing their Rights of First Refusal with respect to all of the Purchased Shares, (b) the twenty-one (21) day notice period under Article 38 of the Articles of Association relating to the Rights of First Refusal shall have expired without the Major Shareholders having elected to exercise their Rights of First Refusal with respect to all of the Purchased Shares or (c) the Seller shall have complied with Articles 35 through 42 (inclusive) of the Articles of Association and none of the Major Shareholders shall have any right to purchase any of the Purchased Shares. Each Purchaser acknowledges that any waiver by the Purchasers of the condition set forth in the foregoing clauses (a) and (b) shall not limit the obligation of the Seller to comply with the Rights of First Refusal. If pursuant to the Rights of First Refusal the Seller is obligated to transfer all of the Purchased Shares to the Major Shareholders, notwithstanding anything to the contrary in this Agreement, the Purchasers shall have no recourse against the Seller as a result of the Seller's sale of all of the Purchased Shares to the Major Shareholders so long as such sale is on the same terms and conditions as set forth herein.
Waiver of Rights of First Refusal. To the extent that any Shareholder is not participating in the Series C financing as contemplated under the Series C Share Purchase Agreement, such Shareholder hereby agrees to waive its respective rights of first refusal, co-sale rights, rights of participation and other similar rights available to it under the Restated M&A for the purpose of permitting the issuance of Series C Preferred Shares and the Company Repurchase as contemplated under the Series C Share Purchase Agreement.
Waiver of Rights of First Refusal. (a) Holder irrevocably undertakes represents and warrants to the Parent that in transferring any Shares to Parent pursuant to the Offer it will transfer to Parent all accrued dividend rights and entitlements attaching to the Shares (whether or not declared, due or owing) including any debts due by the Company in respect thereof.
Waiver of Rights of First Refusal. The undersigned Existing Holders holding greater than 66 2/3% of the Registrable Securities (as such term is defined in the Investor Rights Agreement), for and on behalf of all Investors (as each such term is defined in the Investor Rights Agreement) pursuant to Sections 4.4 and 5.5 of the Investor Rights Agreement, hereby waive the right to receive notice under Section 4 of the Investor Rights Agreement and waive the right of first refusal set forth in Section 4 of the Investor Rights Agreement with respect to the Notes issued pursuant to the Purchase Agreement, any shares of Common Stock or Preferred Stock issuable upon conversion of the Notes, and any shares of Common Stock issuable upon conversion of any such shares of Preferred Stock.
Waiver of Rights of First Refusal. Pursuant to Section 7.6 of the Prior Rights Agreement, the Prior Investors, holding not less than a majority of the Registrable Securities then outstanding and held by the Major Investors (as defined in the Prior Rights Agreement), hereby waive all rights to notice of, and all rights of first refusal contained in Section 4 of the Prior Rights Agreement with respect to the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock sold pursuant to the Series B Purchase Agreement.
