Assignment of Company’s Right of First Refusal Sample Clauses

Assignment of Company’s Right of First Refusal. Pursuant to the right of first refusal set forth in the Company’s Bylaws (the “Bylaws”), the Company has a right of first refusal with respect to certain proposed Transfers of the Company’s outstanding common stock and preferred stock (together, the “Stock”) by the stockholders (the “Right of First Refusal”). In the event the Company elects not to exercise its Right of First Refusal with respect to any proposed Transfer of the Company’s outstanding Stock, the Company may, in its sole discretion, assign the Right of First Refusal with respect to such proposed transfer in whole or in part to Xxxx Xxxxxxxx-Xxxxx and/or Xxxx Xxxxxx (the “Founders”), any Investor or another investor in the Company. The term “Transfer” as used herein and in the Bylaws refers to any sale, transfer, assignment, pledge, or other disposition of or encumbrance of any of the shares of Stock or any right or interest therein.
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Assignment of Company’s Right of First Refusal. In the event the Company does not exercise its right of first refusal provided for in any stockholder agreement entered into between the Company and a Founder, the Company shall assign such right to the Stockholders. In the event the holders of a majority of the outstanding shares of Preferred Stock so elect, the Stockholders may exercise such right, within the time period specified in such Stockholder Agreement, to purchase all (but not less than all) of the shares subject to the Company's right of first refusal and specified in the notice to the Company by the Founder as provided for in such Stockholder Agreement (the "Offered Shares"). In that event, each Stockholder shall purchase the number of shares of Stock specified in the notice to the Company equal to the number of Offered Shares multiplied by the fraction set forth in Section 2(g) hereof.
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Assignment of Company’s Right of First Refusal. If at any time the Company determines not to exercise fully a right of first refusal it has to repurchase any of its securities, it shall promptly (and in every case at least fifteen (15) days prior to the expiration of those rights) assign the unexercised rights to the Major Investors and give them written notice of such assignment (the “Assignment Notice”). The Assignment Notice shall identify the person (the “Transferor”) proposing to transfer the securities as to which the right of first refusal applies, the securities proposed to be transferred, and the price, terms and conditions of the proposed transfer.
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Assignment of Company’s Right of First Refusal. The Company shall not waive its right of first refusal to purchase vested shares of stock held by employees not so purchased by the Company, or allow such right to lapse, without first offering to assign such right to the Investors on a pro rata basis.
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Assignment of Company’s Right of First Refusal. Pursuant to the right of first refusal set forth in Stock Purchase Agreements the Company has entered into with the Key Holders, the Company has a right of first refusal with respect to certain proposed transfers of the Company’s outstanding securities by the Key Holders. In the event the Company elects not to exercise its right of first refusal pursuant to the Company’s Bylaws, by contract or otherwise with respect to a proposed transfer of the Company’s outstanding securities, the Company shall assign such right of first refusal to each Existing Investor pursuant to the terms and conditions of Section 5 below. In the event of such assignment, each Existing Investor shall have a right to purchase that portion of the securities proposed to be transferred equal to the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Preferred Stock owned by such Existing Investor, to (b) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Preferred Stock owned by all Investors.
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Assignment of Company’s Right of First Refusal. Pursuant to the right of first refusal set forth in the Company’s Bylaws or in a separate agreement entered into with each Key Holder, the Company has a right of first refusal with respect to certain proposed transfers of the Company’s outstanding securities by the Key Holders. In the event the Company elects not to exercise its right of first refusal pursuant to the Company’s Bylaws, by contract or otherwise with respect to a proposed transfer of the Company’s outstanding securities by a Key Holder, the Company shall assign such right of first refusal to each Investor. In the event of such assignment, each Investor shall have a right to purchase that portion of the securities proposed to be transferred equal to the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Shares owned by such Investor, to (b) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Shares owned by all Investors.
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Related to Assignment of Company’s Right of First Refusal

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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").

  • 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.

  • 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.

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