Common use of Holder’s Right to Transfer Clause in Contracts

Holder’s Right to Transfer. If all of the Shares proposed in the -------------------------- Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within sixty (60) days after the date of the 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 Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Employment Agreement (Netcentives Inc)

AutoNDA by SimpleDocs

Holder’s Right to Transfer. If all of the Shares proposed in the -------------------------- Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b8(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, ; provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice 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 Section 3 8 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed TransfereeTransferee than described in the Notice, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Liberate Technologies

Holder’s Right to Transfer. If all of the Shares Securities proposed in the -------------------------- Notice notice to be transferred to a given Proposed Transferee proposed transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b)section, then the Holder may sell or otherwise transfer such Shares Securities to that Proposed Transferee at proposed transferee; provided that: (i) the Offered Price transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or at a any higher price, provided that ; (ii) such sale or other transfer is consummated within sixty (60) 60 days after the date of the Notice notice is delivered to the Company; and provided further that any such sale or other (iii) the transfer is effected in accordance with any applicable securities laws laws, and if requested by the Proposed Transferee agrees in writing that Company, the provisions Holder shall have delivered an opinion of this Section 3 shall continue to apply counsel acceptable to the Shares in the hands of such Proposed TransfereeCompany to that effect. If the Shares any Securities described in the Notice a notice are not transferred to the Proposed Transferee proposed transferee within the period provided above, then before any such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed TransfereeSecurities may be transferred, a new Notice notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right right of First Refusal before first refusal described in this section. Notwithstanding the foregoing, the provisions of this Section 8 shall be inapplicable in connection with any sale of the Shares held by in a public offering or pursuant to Rule 144 and shall only apply in the Holder may be sold or otherwise transferredcase of a negotiated private transaction.

Appears in 1 contract

Samples: Voting and Covenant Agreement (Liveworld Inc)

AutoNDA by SimpleDocs

Holder’s Right to Transfer. If all of the Shares proposed in the -------------------------- Notice notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b)section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at proposed transferee; provided that: (A) the Offered Price transfer is made only on the terms provided for in the notice, with the exception of the purchase price, which may be either the price listed in the notice or at a any higher price, provided that ; (B) such sale or other transfer is consummated within sixty seventy-five (6075) days after the date of the Notice and provided further that any such sale or other notice is delivered to the Company; (C) the transfer is effected in accordance with any applicable securities laws laws, and if requested by the Proposed Transferee Company, the Holder will have delivered an opinion of counsel acceptable to the Company to that effect; and (D) the proposed transferee agrees in writing that to receive and hold the Shares so transferred subject to all of the provisions of this Section 3 shall continue Agreement, including but not limited to apply to the Shares in the hands this section, and there will be no further transfer of such Proposed TransfereeShares except in accordance with the terms of this section. If the any Shares described in the Notice a notice are not transferred to the Proposed Transferee proposed transferee within the period provided above, then before any such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed TransfereeShares may be transferred, a new Notice shall notice will be given to the Company, and the Company and/or its assignees shall will again be offered the Right right of First Refusal before any Shares held by the Holder may be sold or otherwise transferredfirst refusal described in this section.

Appears in 1 contract

Samples: Common Stock Purchase Agreement

Time is Money Join Law Insider Premium to draft better contracts faster.