Assignment of Preemptive Rights, Rights of Subsequent Refusal and Co-Sale Sample Clauses

Assignment of Preemptive Rights, Rights of Subsequent Refusal and Co-Sale. Not withstanding paragraph (a) or any other provision hereof, (i) The preemptive rights and right of co-sale of the Investors set forth in Sections 8 and 9 are nonassignable, except that (A) such rights are assignable by each Investor to any wholly-owned subsidiary or parent of the assigning Investor, or to any Affiliate in the case of the assigning Investor, (B) such rights are assignable between and among any of the Investors, (C) such rights are assignable by any Investor to its partners, shareholders or members, or the managing directors thereof, in connection with distributions of shares of Series B Preferred Stock, Series C Preferred Stock or Common Stock to such partners, shareholders or members, or the managing directors thereof and (iv) such rights are assignable by any Investor to its Authorized Transferees other than those set forth above in any of clauses (A), (B) or (C); provided that the Company is given written notice at the time of such assignment, stating the name and address of the assignee and identifying the securities with respect to which the rights and benefits hereunder are being assigned and such assignee expressly agrees in writing with the Company and the other holders of Registrable Securities to be bound by and to comply with all applicable provisions of Sections 8 and 9, whereupon such person or entity shall have the benefits of, and shall be subject to the restrictions contained in Sections 8 and 9 with respect to such securities; any assignment pursuant to this Section 10.4(b) shall not relieve, release or otherwise discharge the holder effecting such assignment from its obligations under this Agreement; and (ii) The Board of Directors nomination, separate class voting and service rights set forth in Section 3 and the informational and the other rights set forth in Section 6 are nonassignable to a Competitor.
Sample 1
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Assignment of Preemptive Rights, Rights of Subsequent Refusal and Co-Sale. Notwithstanding paragraph (a) or any other provision hereof, (i) The preemptive rights and right of co-sale of the Investors set forth in Sections 8 and 9 are nonassignable, except that (A) such rights are assignable by each Investor to any wholly-owned subsidiary or parent of the assigning Investor, or to any Affiliate in the case of the assigning Investor, (B) such rights are assignable between and among any of the Investors, (C) such rights are assignable by any Investor to its partners, shareholders or members, or the managing directors thereof, in connection with distributions of shares of Series B Preferred Stock or Common Stock to such partners, shareholders or members, or the managing directors thereof and (iv) such rights are assignable by any Investor to its Authorized Transferees other than those set forth above in any of clauses (A), (B) or (C); provided that the Company is given written notice at the time of such assignment, stating the name and address of the assignee and identifying the securities with respect to which the rights and benefits hereunder are being assigned and such assignee expressly agrees in writing with the Company
Sample 1

Related to Assignment of Preemptive Rights, Rights of Subsequent Refusal and Co-Sale

  • Waiver of Preemptive Rights The Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the Corporation as the Subscriber’s power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under applicable law to further issues of Securities of the Corporation.

  • 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.

  • 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.

  • 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.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • 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.

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

  • 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.

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