Right of First Refusal and Co-Sale. In the event that a Founder desires to sell (or otherwise transfer) (a “Transferring Founder”), and has received a bona fide offer in writing from an unaffiliated third party to buy, any Shares (a “Transfer”), the Transferring Founder shall first notify the Company and each of the Investors in writing of the proposed Transfer (the “Transfer Notice”). Each Transfer Notice shall contain all material terms of the proposed Transfer, including, without limitation, a copy of the written offer received, the name and address of the prospective purchaser (or transferee), the purchase price and terms of payment, the date and place of the proposed Transfer, and the number and description of Shares proposed to be Transferred by the Transferring Founder (the “Offered Shares”).
Right of First Refusal and Co-Sale. Notwithstanding anything to the contrary, the Shares issuable upon exercise of the Warrant shall be subject to the terms and conditions of that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of August 29, 2014 (the "Right of First Refusal and Co-Sale Agreement"), by and among the Company, the Investors (as defined therein) and the Major Security holders (as defined therein), as may be amended from time to time. Subject to the terms and conditions of the Right of First Refusal and Co-Sale Agreement, the Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO- SALE ARE BINDING ON TRANSFEREES OF THESE SHARES.
Right of First Refusal and Co-Sale. Except for transfer to affiliates, the Company first and existing investors second have a right of first refusal with respect to any shares proposed to be sold by Stratec. Before Stratec may sell any shares of Series A-3 Preferred Stock, they will give the investors an opportunity to participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority of the holders of the Series A-1 and A-2 Preferred Stock (or the Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree to sell their shares to an entity or person not affiliated with the sellers, Stratec will sell their shares to such entity of person on the same terms and conditions. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. EXHIBIT 6 FORM OF WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. QUANTERIX CORPORATION SERIES A-3 PREFERRED STOCK PURCHASE WARRANT No. W-[ ] Date of Issuance: , 2011 Expiration Date: , 2016 This Warrant is issued by Quanterix Corporation, a Delaware corporation (the “Company”), pursuant to the terms of that certain STRATEC Development Services and Equity Participation Agreement (the “Development Agreement”) dated August 15, 2011 by and between the Company and Stratec Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany (the “Holder”). The Holder is entitled, subject to the terms set forth below, to purchase from the Company any time or from time to time during the Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is equal to the Warrant Number (as hereinafter de...
Right of First Refusal and Co-Sale. 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right.
Right of First Refusal and Co-Sale. General. Subject to the rights conferred on the Investors in clause 3.2.3 and the provisions of Clause 10.1 and 10.2, each Promoter and Existing Shareholder and/or any employee shareholder (for this Clause “Selling Shareholder”) hereby unconditionally and irrevocably grants to the Investors (“Right Holders”) a right (“Right of First Refusal”) to purchase all or a portion of the Shares that such Selling Shareholder may propose to Transfer (“Sale Shares”).
Right of First Refusal and Co-Sale. Each Ordinary Shareholder shall, on the terms and conditions set forth below, have the right to purchase up to its pro rata portion, as determined below, of any equity interest of IAPL offered for Transfer (as defined below) by another Ordinary Shareholder (a “Selling Shareholder”) on the same price and terms and conditions as the Selling Shareholder offers such equity interest (the “Offered Shares”) to the potential purchasers, or Transfer its Ordinary Shares in the proposed sale on a pro rata basis (the “Refusal and Co-Sale Right”). Determination of the Ordinary Shareholder’s pro rata portion pursuant to the Refusal and Co-Sale Right shall be based on the Ordinary Shareholder’s percentage of ownership of IAPL’s issued and outstanding Ordinary Shares held at the time of the Selling Shareholder’s offer.
Right of First Refusal and Co-Sale. The parties have concurrently herewith entered into a Right of First Refusal and Co-Sale Agreement, pursuant to which the Company’s securityholders (other than United) grant United first refusal and co-sale rights on certain sales of the Company’s securities, as further described therein.
Right of First Refusal and Co-Sale. (a) Upon the expiration of the 24-month period described in Section 10.1(b) above, subject to Sections 11.2 and 11.4, and provided that an IPO has not occurred, an Equity Owner which desires to sell all or any portion of its Ownership Interest to a third party purchaser other than a Member shall obtain from such third party purchaser ("Third Party Purchaser") a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor ("Third Party Offer").
Right of First Refusal and Co-Sale. (i) Except as set forth herein no Stockholder or Permitted Transferee of Stockholder may sell any shares of Restricted Stock other than in a Permitted Transfer.
Right of First Refusal and Co-Sale. Notwithstanding anything to the contrary, any permitted Transfer by Stockholder to a third party shall be subject to the restrictions on transfer of Stockholder Shares pursuant to the Right of First Refusal and Co-Sale provisions under the Stockholders’ Agreement.
