The Company’s Right. The Company may terminate Executive’s employment and this Agreement without Cause (as defined in Section 6.4(b) herein) at any time by giving thirty (30) days advance written notice to Executive.
The Company’s Right. The Company shall, for a period of thirty days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 4.02. If such terms contemplate property other than cash constituting all or a portion of the purchase price for the Target Shares, the Company shall substitute cash in an amount equal to the fair value of such property for such property. The fair value of such property shall be determined by the Company's Board in good faith, in consultation with such independent investment bank or appraiser as the Board shall deem appropriate. The Company's purchase right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the other Stockholders prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase of such Target Shares, by no later than twenty Business Days after the delivery of the Exercise Notice. At such time, the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase shall be contingent upon the election of one or more of the Stockholders to repurchase the remaining Target Shares. The Company shall notify the other Stockholders of its intent to repurchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the exercise of the repurchase rights granted to the Stockholders in accordance with Section 4.03 hereof. In the event one or more of the Stockholders do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 4.02.
The Company’s Right of First Refusal In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the considera...
The Company’s Right. The Company shall, for a period of thirty (30) days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 2.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Transferring Stockholder and the other Stockholders prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the purchase of such Target Shares, by no later than ten (10) business days after the delivery of the Exercise Notice. At such time, the Transferring Stockholder shall deliver to the Company the certificates representing the Target Shares to be purchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to purchase shall be contingent upon the election of one or more of the Stockholders to purchase the remaining Target Shares. If the Company shall notify the Stockholders of the Company's intent to purchase only a portion of the Target Shares within the thirty-day exercise period above defined, then the Company's purchase of such Target Shares shall be consummated, if at all, at the time of the Stockholders' exercise of its purchase rights in accordance with Section 2.3 hereof. In the event one or more of the Stockholders do not elect to purchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 2.2.
The Company’s Right of First Refusal and the Investors’ Right of First Refusal contained in this SECTION 3 shall terminate upon the earlier to occur of (i) the IPO, (ii) a Company Sale or (iii) the date this Agreement is terminated.
The Company’s Right. The Company shall have fifteen (15) days after its receipt of a Request to Transfer under this Section 3 (for purposes of this Section 3, the "COMPANY'S PURCHASE PERIOD") during which to exercise its right to purchase, on the terms described in Section 4, the Transfer Shares or any portion thereof by giving written notice to the transferring Stockholder of the number of Transfer Shares, if any, as to which the Company is exercising its right. The Company's failure to give written notice within the Company's Purchase Period shall be deemed an election by the Company not to purchase any Transfer Shares.
The Company’s Right of First Refusal with respect to MCO2’s Shares. (a) Until the earlier of April 30, 2009 and the completion of the Company’s Initial Public Offering, the Company shall have a right of first refusal (the “Right of First Refusal for MCO2’s Shares”) with respect to any proposed Transfer of Shares (other than a Transfer to a Permitted Transferee) by MCO2, MCO2’s Affiliates or MCO2’s Permitted Transferees. In the event that MCO2 (or MCO2’s Affiliates or MCO2’s Permitted Transferees) (the “MCO2 Transferor”) receives an offer from the Third Party Purchaser to purchase any Shares, the MCO2 Transferor shall be required to send the Company a written notice (the “MCO2 Right of First Refusal Notice”) prior to the consummation of such Transfer of Shares to the Third Party Purchaser. The MCO2 Right of First Refusal Notice shall set forth the number of Shares that the MCO2 Transferor proposes to Transfer, the price per share to be received for the Shares and any other proposed terms and conditions relating to such Transfer and the identity (including name and address) of the Third Party Purchaser. The MCO2 Right of First Refusal Notice shall certify that the MCO2 Transferor has received a firm offer from the Third Party Purchaser and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the MCO2 Right of First Refusal Notice. The MCO2 Right of First Refusal Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.
The Company’s Right. For a period of thirty (30) days after receipt of the Transfer Notice (the “Company’s Purchase Period”), the Company will be entitled to purchase at least, but not less than, twenty-five percent (25%) of the Transfer Shares, upon the Transfer Terms set forth in the Transfer Notice. The Company shall exercise its right by giving irrevocable written notice to CIMSA (the “Company Acceptance Notice”), within the Company’s Purchase Period, of its intent to purchase at least, but not less than, twenty-five percent (25%) of the Transfer Shares. Delivery of the Company Acceptance Notice to CIMSA shall be deemed to constitute a binding contract between the Company and CIMSA. The Company’s failure to deliver to CIMSA the Company Acceptance Notice within the Company’s Purchase Period will be deemed an election by the Company not to purchase the Transfer Shares.
The Company’s Right. If any Holder listed on Schedule C (an "Employee Holder") ceases to be an employee of the Company or any parent or subsidiary of the Company on or before December 31, 1998 by reason of either (i) the Employee Holder's voluntary resignation from his or her employment with the Company or any parent or subsidiary of the Company or (ii) the termination of such Employee Holder's employment by the Company for cause, then the Company shall have the right to repurchase any or all shares of the Company's Common Stock held by such Employee Holder under the terms and subject to the conditions set forth in this Section 3.
The Company’s Right. The Company shall have thirty (30) days after its receipt of a Request to Transfer under this ARTICLE III (for purposes of this ARTICLE III, the "COMPANY'S PURCHASE PERIOD") during which to exercise its right to purchase, on the terms described in ARTICLE VI, the Transfer Securities or any portion thereof by giving written notice to the transferring Stockholder of the Transfer Securities, if any, as to which the Company is exercising its right. The Company may exercise its right with respect to all or any portion of the Transfer Securities. The Company's failure to give written notice within the Company's Purchase Period shall be deemed an election by the Company not to purchase any Transfer Securities.
