Examples of First Refusal Shares in a sentence
As used herein, “Bona Fide Third Party Offer” shall mean an arms-length offer in writing by a third party to Optionee which shall include at least the following: (i) the third party’s expressed offer to purchase the Right of First Refusal Shares; (ii) the price per share to purchase the Right of First Refusal Shares; and (iii) the method of payment and other terms and conditions for the purchase of the Right of First Refusal Shares.
The Company may, in exercising the First Refusal Option, designate one or more assignees to purchase the First Refusal Shares.
In the event the Optionee does not make such transfer for a period of 45 days following the date of the First Refusal Offer, no transfer of the First Refusal Shares covered by the First Refusal Offer shall be made without a new First Refusal Offer from the Optionee to the Company in accordance with this Subsection 8(b) and in full compliance with all the provisions hereof.
For a period of thirty (30) days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.
Notwithstanding the generality of the foregoing, however, with the consent of the Optionee, the purchase price for the First Refusal Shares may, at the option of the Company, be paid in cash in an amount equal to the present value of any payments to be made over a period of time according to the terms of the First Refusal Offer, or, if the terms specified in such offer state that payment is to be made in property, in an amount equal to the present value of the fair market value of such property.
For a period of 30 days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.
In the event the Company elects to purchase any of the Right of First Refusal Shares, the Company shall give written notice to Optionee of the Company’s election within 30 days of receipt of the Right of First Refusal Notice indicating the number of Right of First Refusal Shares the Company is electing to purchase, and shall consummate the purchase of such Right of First Refusal Shares within 30 days of such notice of election upon the terms set forth in the Right of First Refusal Notice.
In the event the Company elects to purchase any of the Right of First Refusal Shares, the Company shall give written notice to Optionee of the Company’s election within thirty (30) days of receipt of the Right of First Refusal Notice indicating the number of Right of First Refusal Shares the Company is electing to purchase, and shall consummate the purchase of such Right of First Refusal Shares within thirty (30) days of such notice of election upon the terms set forth in the Right of First Refusal Notice.
The Company shall have 30 days from the date of receipt of the First Refusal Offer within which to exercise an option to purchase all, but not less than all, of the Option Shares covered by such First Refusal Offer (the "First Refusal Shares") at the same price and upon the same terms as set forth in such First Refusal Offer (the "First Refusal Option").
The parties acknowledge that all consents and/or waivers to the transaction contemplated herein as required by the ITG Shareholder's Agreement dated September 1, 1994, as amended, have been obtained except for Incom's waiver of its rights of first refusal for which the Right of First Refusal Shares have been reserved in the event that Incom elects to purchase its proportionate share of the Shares.