Rights of First Refusal and Co Sale Sample Clauses

Rights of First Refusal and Co Sale. (a) If any Holder proposes to Transfer to any person any shares of Stock (other than shares of Senior Preferred or shares of Common Stock issued upon conversion thereof) in one or more related transactions (the “Proposed Sale”), such Holder (the “Seller”) shall promptly give written notice (the “Transfer Notice”) to the Corporation and to each of the Investors at least 30 days prior to the execution of such Transfer. The Transfer Notice shall describe in reasonable detail the Proposed Sale, including, without limitation, the number and type of shares of Stock (other than shares of Senior Preferred or shares of Common Stock issued upon conversion thereof) to be transferred (the “Transfer Stock”), the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.
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Rights of First Refusal and Co Sale. Among the Investors with Respect to Preferred Stock. In the event that any Investor proposes to sell or otherwise transfer any shares of Series B Preferred, Series C Preferred or Series D Preferred, or any interest in such shares, now held by or hereafter acquired by such Investor, each of the other Investors shall have (a) a right of first offer to purchase the shares proposed to be sold or transferred, and (b) a right of co-sale, in each case exercisable in the same manner and on the same terms described in this Section 14 with respect to the first offer and co-sale rights granted by Management to the Investors; PROVIDED, HOWEVER, that this Section 14(h) shall not apply to sales or transfers between an Investor and any of such Investor's partners or Affiliates.
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Rights of First Refusal and Co Sale. The rights of the Investor under Section 5 are assignable prior to a Qualified IPO to any Affiliate of the Investor or to any person who holds or is acquiring Investment Securities in a transfer which does not breach any express provision of this Agreement; provided, however, that the Company and Key Shareholders are given a written notice stating the name and address of the assignee and provided further that any such assignee shall receive such assigned rights, subject to all the terms and conditions of this Agreement, including the provisions of this Section 6.
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Rights of First Refusal and Co Sale. (a) If any Member proposes to Transfer (other than as. a Permitted Transfer) to any Person any Units in one or more related transactions (the “Proposed Sale”), such Member (the “Seller”) shall promptly give written notice (the “Transfer Notice”) to the Company and to each of the Members at least thirty (30) days prior to the execution of such Transfer. The Transfer Notice shall describe in reasonable detail the Proposed Sale, including, without limitation, the number and class of Units to be transferred (the “Transfer Units”), the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.
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Rights of First Refusal and Co Sale. Any agreement pursuant to which any employee, director, consultant or other service provider of the Company is granted, purchases or exercises stock options or other stock equivalents subsequent to the date of this Agreement or, alternatively, a stock restriction agreement executed in connection with such a transaction, shall provide the Company and the Investors with a right of first refusal and a right of co-sale, respectively, in form and substance similar to those granted in the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement of the Company dated the date hereof, with respect to the Common Stock underlying such securities.
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Rights of First Refusal and Co Sale. Each Founder hereby grants the Investors the rights of first refusal and co-sale set forth in this Section 3.
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Rights of First Refusal and Co Sale. Subject to Sections 6.5 and 6.6 of this Agreement, during the term of this Agreement, no holder of Equity Securities of the Company, including without limitation the Holders, may transfer any direct or indirect interest in any Equity Securities now or hereafter owned or held by him, her or it except pursuant to the terms and conditions set forth in this Section 6.
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Rights of First Refusal and Co Sale 
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Related to Rights of First Refusal and Co Sale

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Rights of First Offer Section 5.1. Rights of First Offer 11 Section 5.2. Procedures for Rights of First Offer 11

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

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