Company Right of First Offer. Purchaser agrees that it will not sell, transfer or otherwise make a disposition of any common stock of the Company other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to Purchaser without first offering the stock Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other terms (the "Disposition Terms") under which Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice the Company shall have the assignable right to acquire the Disposition Stock from Purchaser under the Disposition Terms at any time within 45 days following the Company's receipt of the Disposition Notice (the "Company Disposition Period") so long as the Company shall provide Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required to purchase the Disposition Stock under the Disposition Terms within the Company Disposition Period, Purchaser may complete a disposition of the Disposition Stock to any third party in a matter conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter unless the procedures of this paragraph are again complied with. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock by the Purchaser or a disposition to an affiliate of Purchaser or to a disposition approved by the Board of Directors of the Company. Provided, however, any affiliate transferee or donee of the common stock shall first be required to agree in writing to be bound by the terms of this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third parties.
Company Right of First Offer. If, at any time after the date hereof until the 2nd anniversary of the Closing Date, one or more Restricted Parties (the “Transferring Investors”) desire to Transfer any Shares in a Private Sale (other than a Transfer to a Permitted Transferee or pursuant to Section 3.7 or Article IV), such Transferring Investors will give notice (the “ROFO Notice”) to the Company that such Transferring Investors desire to make such a Transfer and that sets forth the number of Shares proposed to be Transferred by such Transferring Investors (the “ROFO Shares”), the cash price per share that such Transferring Investors propose to be paid for such ROFO Shares (the “ROFO Price”) and any other material terms sought by such Transferring Investors.
Company Right of First Offer. Subject to Section 2(i), if, at any time prior to the IPO Date, an Investor (a “Selling Investor”) proposes to Transfer any Shares to any Person (the “Offeror”), such Selling Investor shall comply with the provisions of this Section 2. Within five (5) Business Days of receipt of the Transfer Notice (the “Company Election Period”), the Company shall have the irrevocable right to elect to purchase all, or a portion, of the Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice by delivery of a written notice to the Selling Investor (the “Company Election Notice”). The Company Election Notice will be binding on and enforceable against the Company with respect to the purchase and sale of all of such Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice.
Company Right of First Offer. (a) In the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transfer, then such Stockholder shall give the Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transfer, the Company shall (x) promptly send a copy of such notice to, or otherwise notify, each Stockholder and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by the Company to the transferring Stockholder within ninety (90) days of the Company's receipt of notice from such Stockholder or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer.
Company Right of First Offer. (a) If, at any time, the Investor or any of its Affiliates desires to sell Investor Stock representing the greater of 5% or more of the issued and outstanding Common Stock or 75% or more of the remaining Investor Stock to any one Third Party, the Investor or its Affiliate, as the case may be, shall first deliver a written notice (a “Company Offer Notice”) thereof to the Company, which notice shall set forth all of the material terms and conditions on which the Investor or its Affiliate, as the case may be, offers to sell such New Securities to the Company (the “Company Offer”), including, without limitation, the number of shares of Investor Stock to be sold (the “Company Offered Shares”) and the purchase price per share of Investor Stock, which shall be stated as the VWAP (plus or minus any absolute or percentage premium or discount to the VWAP) and payable solely in cash or Cash Equivalents (the “Company Offer Price”). If the Company Offer Price includes any Cash Equivalents, the value of such Cash Equivalents shall be determined by reference to the closing price thereof on the market with the largest trading volume in such securities on the Price Determination Date.
Company Right of First Offer. For a period of ten (10) days following receipt of any Notice described in Section 2.1, the Company shall have the right to purchase all or a portion of the Stock subject to such Notice on the same terms and conditions as set forth therein. The Company's purchase right shall be exercised by written notice signed by an officer of the Company (the "Company Notice") and delivered to the Transferring Stockholder. The Company shall effect the purchase of the Stock, including payment of the purchase price, not more than five (5) business days after delivery of the Company Notice, and at such time the Transferring Stockholder shall deliver to the Company the certificate(s) representing the Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock.
Company Right of First Offer. Subject to the terms and conditions specified in this Section 4.1, the Company hereby grants to each Stockholder a right of first offer with respect to future sales by the Company of its Company Shares (as hereinafter defined). If, at any time while the Company is not precluded by any credit agreement with any lender from performing its obligations under this Section 4.0, the Company proposes to offer for cash any shares of, or securities convertible into or exercisable for any shares of, any class of the Company's capital stock ("Company Shares") to any person or entity other than an entity that is wholly-owned, directly or indirectly, by the Company, the Company shall first make an offering of such Company Shares to each Stockholder in accordance with the following provisions:
Company Right of First Offer. Subject to Section 3(i), if, at any time, an Investor (a "SELLING INVESTOR") proposes to Transfer any Shares to any Person (the "OFFEROR"), such Selling Investor shall comply with the provisions of this Section 3. Within five (5) Business Days of receipt of the Transfer Notice (the "COMPANY ELECTION PERIOD"), the Company shall have the irrevocable right to elect to purchase all, or a portion, of the Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice by delivery of a written notice to the Selling Investor (the "COMPANY ELECTION NOTICE"). The Company Election Notice will be binding on and enforceable against the Company as concerns the purchase and sale of all of such Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice.
Company Right of First Offer. In the event that Cipla proposes to sell, transfer or in any manner alienate the Product or the Assigned Assets or the Intellectual Property Rights in respect of the Product or Assigned Assets (a “Cipla Disposition”), Cipla shall advise the Company in writing of its intent and the Company shall for a period of sixty (60) days following written notice (the “Company Notice Period”), have the right to confirm its decision to purchase the Product or Assigned Assets or the Intellectual Property Rights. The sale price shall be the Fair Market Value of Cipla’s interest in the Product, Assigned Assets or Intellectual Property Rights being alienated, as may be determined by an independent Third Party expert or external bid received on the Product, Assigned Assets or Intellectual Property Rights by a Third Party; provided however, that if the Company does not exercise its right of first offer set forth in this Section 6.5, the Company shall ensure that, to the extent Cipla possesses a license to such Intellectual Property Rights, any such sale or alienation of the Product by Cipla must not adversely impact Cipla’s ability to license such Intellectual Property Rights to any Third Party solely to the extent necessary to utilize the Product for the Pulmonary Indications. All rights and obligations of the respective Parties under this Agreement will survive any such sale of rights to a Third Party and shall inure to the third party. If the Company does not deliver the notice described in the preceding sentence within the Company Notice Period, Cipla will be free for a period of sixty (60) days thereafter to notify its intention to consummate the Cipla Disposition on substantially the same terms described in its written notice to the Company. If Cipla does not consummate the Cipla Disposition within such period, the Company’s rights under this Section shall reset. In any case, in the event of a Cipla Disposition to a Third Party, such Third Party must assume all of Cipla’s obligations hereunder, such Third Party must demonstrate the wherewithal to perform all of Cipla’s obligations under this Agreement and Cipla shall ensure such Third Party’s performance of Cipla’s obligations hereunder so assumed by such Third Party. Notwithstanding the foregoing, a sale of all or substantially all of the assets of Cipla, including the Assigned Assets, or a merger or consolidation of the Company is not a Cipla Disposition. Upon consummation of the Cipla Disposition, Cipla shall be reli...
Company Right of First Offer. Except as otherwise expressly permitted by Section 13 of the Lease Option Agreement or by the Development Agreement, (i) SunBridge and its Affiliates shall offer to the Company any Assisted Living Facility development opportunity they encounter, and (ii) Hammes and its Affilixxxx xhall offer to the Company any Assisted Living Facility development, acquisition, financing, lease or investment opportunities they encounter. Notwithstanding the foregoing, Hammes shall have the xxxxx, through an entity other than the Company, to provide development services to other developers, owners and/or operators of Assisted Living Facilities, provided such services do not interfere with the performance of the Developer's duties under the Development Agreement.
