Amendment of Prior Rights Agreement; Waiver of Right of First Offer Sample Clauses

Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company, the holders of at least three-fourths of the shares of Series C Preferred Stock and shares of Series D Preferred Stock, acting together as a separate class on an as-converted basis and the holders of at least two-thirds of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon the execution of the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Series A Holders, the Series B Holders the Series C Holders and the Series D Holders with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders each hereby waive the right of first offer, including the notice requirements, set forth in Section 2.3 of the Prior Rights Agreement with respect to the issuance of Series E Preferred Stock issuable pursuant to the Purchase Agreement and the shares of Common Stock issuable upon conversion of such Series E Preferred Stock.
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Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by the Company and the holders of at least 60% of the Registrable Securities, as that term is defined in the Prior Rights Agreement, and upon closing of the transactions contemplated by the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company and the holders of the Registrable Securities hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the holders of the Registrable Securities with respect to registration rights of the Company's securities and certain other rights, as set forth herein. The holders of Registrable Securities, as that term is defined in the Prior Rights Agreement, on behalf of themselves and all holders of Registrable Securities pursuant to Section 3.4 of the Prior Rights Agreement, hereby waive any right of first offer, including the notice requirements related thereto, set forth in Section 2.7 of the Prior Rights Agreement with respect to the issuance of Series E Preferred Stock pursuant to the Purchase Agreement.
Sample 1
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon (1) execution of this Agreement by (i) the Company, (ii) the holders of at least 60% of the Registrable Securities (as defined in the Prior Rights Agreement) then outstanding, not including the Founder’s Stock (as defined in the Prior Rights Agreement), (iii) the Investors (as defined in the Prior Rights Agreement) holding at least 65% of the capital stock then held by the Investors (as defined in the Prior Rights Agreement) as a group, not including the Founder’s Stock (as defined in the Prior Rights Agreement) and (iv) the holder or holders of a majority of the Founder’s Stock (as defined in the Prior Rights Agreement), and (2) the Closing (as defined in the Purchase Agreement), the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, the Founder, and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company, the Founder and the Investors with respect to registration rights of the Company’s securities and certain other rights, as set forth herein. The Investors that are Major Investors (as that term is defined in the Prior Rights Agreement) hereby waive the notice requirements pertaining to the Right of First Offer set forth in Section 2.3 of the Prior Rights Agreement, with respect to the issuance of Series E Preferred Stock.
Sample 1
Amendment of Prior Rights Agreement; Waiver of Right of First Offer. Effective and contingent upon execution of this Agreement by (i) the Company, (ii) the holders of a majority of the Registrable Securities outstanding and (iii) at least 66-2/3% of the holders of the outstanding shares of Series B Preferred Stock, and upon closing of the transactions contemplated by the Purchase Agreement, the Prior Rights Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company and the Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company and the Investors with respect to the matters set forth herein. In accordance with the terms of the Prior Rights Agreement, if the conditions of Section 6.6 of the Prior Rights Agreement are satisfied, this Agreement is binding on all parties to the Prior Rights Agreement, whether or not they execute this Agreement. The Prior Investors hereby waive the Right of First Offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of shares of the Series C Preferred Stock to the Investors pursuant to the Purchase Agreement.
Sample 1

Related to Amendment of Prior Rights Agreement; Waiver of Right of First Offer

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • 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.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Effect of First Amendment The Agreement will remain in full force and effect except as specifically modified by this First Amendment. In the event of any conflict between the First Amendment and the Agreement, the terms of this First Amendment will govern.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • 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.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

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