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

Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 4, 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 one hundred twenty (120) 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 4 and the Restricted Stock Purchase Agreement, if applicable, 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 120-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 3 contracts

Samples: Stock Option Agreement (Sagimet Biosciences Inc.), Equity Incentive Plan (Principia Biopharma Inc.), Equity Incentive Plan (Coherus BioSciences, Inc.)

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Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 4Section, 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 one hundred twenty (120) 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 4 and the Restricted Stock Purchase Agreement, if applicable, 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 120-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 3 contracts

Samples: Stock Option Agreement, Restricted Stock Purchase Agreement (Airxpanders Inc), Stock Option Agreement (Yelp! Inc)

Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 4Section, 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 one hundred twenty (120) 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 4 and the Restricted Stock Purchase Agreement, if as applicable, 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 120-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 2 contracts

Samples: Stock Option Agreement (Interchange Corp), Stock Option Agreement (Interchange Corp)

Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 4Section, 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 one hundred twenty (120) 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 4 and the Restricted Stock Purchase Agreement, if applicable, 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 120one hundred twenty-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Orion Acquisition Corp Ii), Stock Option Agreement (Orion Acquisition Corp Ii)

Xxxxxx’s Right to Transfer. If Subject to Section 5(g) below, if all of the Shares proposed in the Notice to be Transferred transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 412, then the Holder may sell or otherwise Transfer transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer transfer is consummated within one hundred and twenty (120) days after the date of the Notice and provided further Notice, that any such sale or other Transfer transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 4 and the Restricted Stock Purchase Agreement, if applicable, 12 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred transferred to the Proposed Transferee within such 120-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferredtransferred.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Capitol Investment Corp. V)

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Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 4(l), then the Holder may sell or otherwise Transfer transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer transfer is consummated within one hundred and twenty (120) days after the date of the Notice and provided further Notice, that any such sale or other Transfer transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 4 and the Restricted Stock Purchase Agreement, if applicable, (l) shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not Transferred transferred to the Proposed Transferee within such 120-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferredtransferred.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Fluidigm Corp)

Xxxxxx’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 Buyer and/or its assignee(s) as provided in this Section 46.13, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price; provided, provided however, that such sale or other Transfer is consummated within one hundred twenty (120) 120 days after the date of the Notice and provided further Notice, that any such sale or other Transfer is effected in accordance with any applicable securities laws laws, and that the Proposed Transferee agrees in writing that the provisions of this Section 4 6.13 and the Restricted Stock Purchase Agreement, if applicable, shall ARTICLE 8 will 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 120-day period, a new Notice shall will be given to the CompanyBuyer, and the Company Buyer and/or its assignees shall assignee(s) will again be offered the Right of First Refusal as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 1 contract

Samples: Asset Purchase Agreement (Perspective Therapeutics, Inc.)

Xxxxxx’s Right to Transfer. If all of the Shares proposed in the Notice to be Transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 45, 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 one hundred twenty sixty (12060) 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 Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Section 4 5 and the Restricted Stock Purchase Agreement, if applicable, 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 12060-day period, 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 as provided herein before any Shares held by the Holder may be sold or otherwise Transferred.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Restoration Robotics Inc)

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