Company Right of First Offer. (a) In the event than Equity Securities owned by any Stockholder shall be subject to sale or other transfer by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary or (ii) distraint, levy, execution, court order, divorce decree or other involuntary transfer, then such Stockholder shall give the Company written notice thereof as soon as practicable, but in no event later than promptly after the occurrence of such event, stating the number and type of Equity Securities to be transferred (the "Subject Securities"), the terms of such proposed transfer, the identity of the proposed transferee and the price or other consideration, if readily determinable, for which the Subject Securities are proposed to be transferred. After receipt by the Company of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transfer, the Company shall (x) promptly send a copy of such notice to, or otherwise notify, each Stockholder and (y) have a first right to purchase some or all of the Subject Securities (at the Company's option) at the price and on the terms applicable to such proposed transfer, which right shall be exercised by written notice given by the Company to the transferring Stockholder within ninety (90) days of the Company's receipt of notice from such Stockholder or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer.
(b) The closing of the purchase and sale of the Subject Securities shall be held at the principal office of the Company on a date to be established by the Company in its notice of its election to purchase the Subject Securities, which in no event shall be less than ten (10) days nor more than thirty (30) days after the date on which the Company sends its notice of election to purchase.
Company Right of First Offer. Purchaser agrees that it will not sell, transfer or otherwise make a disposition of any common stock of the Company other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to Purchaser without first offering the stock Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other terms (the "Disposition Terms") under which Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice the Company shall have the assignable right to acquire the Disposition Stock from Purchaser under the Disposition Terms at any time within 45 days following the Company's receipt of the Disposition Notice (the "Company Disposition Period") so long as the Company shall provide Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required to purchase the Disposition Stock under the Disposition Terms within the Company Disposition Period, Purchaser may complete a disposition of the Disposition Stock to any third party in a matter conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter unless the procedures of this paragraph are again complied with. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock by the Purchaser or a disposition to an affiliate of Purchaser or to a disposition approved by the Board of Directors of the Company. Provided, however, any affiliate transferee or donee of the common stock shall first be required to agree in writing to be bound by the terms of this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third parties.
Company Right of First Offer. (a) Except for Transfers permitted by Section 11.4, if a Holder desires to Transfer any Units or other securities convertible into or exercisable for Units (collectively, the "Offered Securities"), such Holder (the "Selling Holder") will first give written notice (the "Offer Notice") to the Company and each non-Selling Holder holding at least ten percent (10%) of the outstanding Units (collectively, the "Qualified Non-Selling Holders") stating the purchase price, the number and type of Offered Securities, and other material terms and conditions upon which such Offered Securities are to be offered for sale and making an offer to sell such Offered Securities (the "Offer") first to the Company and then to the Qualified Non-Selling Holders pursuant to the terms and conditions of this Section, at the price and on the other terms described in the Offer Notice. The date upon which the Offer Notice is given to the Company and the Qualified Non-Selling Holders is called the "Offer Notice Date."
(b) The Company may elect to purchase Offered Securities by giving written notice thereof (the "Company's Acceptance Notice") to the Selling Holder (and if the Company does not elect to purchase all of the Offered Securities, also to the Qualified Non-Selling Holders) within twenty (20) days following the Offer Notice Date setting forth the number of Offered Securities the Company is willing to purchase. In the event the Offer has been accepted in its entirety by the Company, the Selling Holder shall sell the Offered Securities to the Company on the terms and conditions set forth in the Offer Notice and the closing shall take place within ninety (90) days after the Offer Notice Date, unless a later date is agreed to by the parties.
(c) In the event that the Company does not elect to purchase all of the Offered Securities, each Qualified Non-Selling Holder may elect to purchase remaining Offered Securities by giving written notice thereof (the "Holders' Acceptance Notices") to the Selling Holder within ten (10) days following the Company's Acceptance Notice setting forth the maximum number of Offered Securities such Qualified Non-Selling Holder is willing to purchase. In the event that the Holders' Acceptance Notices in the aggregate contain offers to purchase more than the number of Offered Securities available, the Qualified Non-Selling Holders shall be entitled to purchase such Offered Securities pro rata among themselves on the basis of the number of Units held by each su...
Company Right of First Offer. If, at any time after the date hereof until the 2nd anniversary of the Closing Date, one or more Restricted Parties (the “Transferring Investors”) desire to Transfer any Shares in a Private Sale (other than a Transfer to a Permitted Transferee or pursuant to Section 3.7 or Article IV), such Transferring Investors will give notice (the “ROFO Notice”) to the Company that such Transferring Investors desire to make such a Transfer and that sets forth the number of Shares proposed to be Transferred by such Transferring Investors (the “ROFO Shares”), the cash price per share that such Transferring Investors propose to be paid for such ROFO Shares (the “ROFO Price”) and any other material terms sought by such Transferring Investors.
Company Right of First Offer. Subject to Section 2(i), if, at any time prior to the IPO Date, an Investor (a “Selling Investor”) proposes to Transfer any Shares to any Person (the “Offeror”), such Selling Investor shall comply with the provisions of this Section 2. Within five (5) Business Days of receipt of the Transfer Notice (the “Company Election Period”), the Company shall have the irrevocable right to elect to purchase all, or a portion, of the Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice by delivery of a written notice to the Selling Investor (the “Company Election Notice”). The Company Election Notice will be binding on and enforceable against the Company with respect to the purchase and sale of all of such Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice.
Company Right of First Offer. (a) If, at any time, the Investor or any of its Affiliates desires to sell Investor Stock representing the greater of 5% of the issued and outstanding Common Stock or 75% of the remaining Investor Stock to any one Third Party, the Investor or its Affiliate, as the case may be, shall first deliver a written notice (a “Company Offer Notice”) thereof to the Company, which notice shall set forth all of the material terms and conditions on which the Investor or its Affiliate, as the case may be, offers to sell such New Securities to the Company (the “Company Offer”), including, without limitation, the number of shares of Investor Stock to be sold (the “Company Offered Shares”) and the purchase price per share of Investor Stock, which shall be stated as the VWAP (plus or minus any absolute or percentage premium or discount to the VWAP) and payable solely in cash or Cash Equivalents (the “Company Offer Price”). If the Company Offer Price includes any Cash Equivalents, the value of such Cash Equivalents shall be determined by reference to the closing price thereof on the market with the largest trading volume in such securities on the Price Determination Date.
(b) (i) The receipt of a Company Offer Notice by the Company from the Investor or its Affiliate, as the case may be, shall constitute an exclusive offer by the Investor or its Affiliate, as the case may be, to sell to the Company all (and only all) of the Company Offered Shares at the Company Offer Price. Such offer shall remain open and irrevocable until expiration of 15 days after receipt of such Company Offer Notice by the Company (the “Company Offer Period”). At any time prior to expiration of the Company Offer Period, the Company shall have the right to accept the offer the Investor or its Affiliate, as the case may be, as to all (and only all) of the Company Offered Shares by giving a written notice of election (the “Company Notice of Election”) to the Investor or its Affiliate, as the case may be.
Company Right of First Offer. In the event that Shareholder (a ---------------------------- "Selling Shareholder") proposes to sell, transfer or otherwise dispose of or ------------------- pledge, grant a security interest in or otherwise encumber (a "Transfer") any -------- shares of capital stock of the Company or options, warrants or other securities by their terms convertible or exercisable for shares of capital stock of the Company (the "Transfer Shares"), owned as of the date hereof or hereafter --------------- acquired by such Selling Shareholder, to any proposed purchaser or transferee (each a "Transferee"), the Selling Shareholder shall first offer to the Company ---------- and the Company or its designee shall have a right to purchase up to all of such Transfer Shares (the "Company Right of First Offer") on the terms and conditions ---------------------------- described below. In the event that the Board determines, in its sole discretion, that the Company is prohibited by law or by contract from exercising the Company Right of First Offer, the Company may specify another individual or entity (other than a Shareholder) as its designee to purchase such Transfer Shares upon the exercise of the Company Right of First Offer, as set forth in Section 2.3(d) hereof.
Company Right of First Offer. The Company shall have an exclusive, irrevocable option (the "Company Option"), at any time within thirty (30) days of receipt of the Notice, to purchase some or all of the Stock to which the Notice refers at the price per share specified in the Notice (as determined in Section 2(a)). The Company shall exercise the Company Option by written notice signed by an officer of the Company and delivered or mailed to the Transferring Shareholder (the "Company Settlement Notice"), which notice shall specify the time, place and date for settlement of such purchase.
Company Right of First Offer. If Executive's personal representatives determine in the exercise of their reasonable discretion that in order to pay estate, inheritance or similar taxes arising as a result of Executive's death ("ESTATE TAXES"), they need to sell shares of Common Stock in excess of the shares they are entitled to sell to the Company pursuant to Section 7.3 above, they shall so inform the Company in writing specifying the dollar amount required to pay such taxes and the number of shares of Common Stock they will be required to sell at the Exercise Price on the date of such notice in order to pay such taxes. Such notice shall constitute an offer by Executive's personal representatives to sell all or any part of such shares to the Company for cash at the Exercise Price per share specified therein. The Company may accept such offer with respect to all or any part of the shares so offered by giving Executive's personal representatives a notice of acceptance specifying the number of shares the Company will purchase and the total purchase price thereof not later than two (2) business days after its receipt of the personal representatives' notice. Not later than three (3) business days after receipt of such notice of acceptance, Executive's personal representatives shall deliver to the Company one or more certificates representing the shares to be purchased by the Company together with a stock power medallion guaranteed against delivery of a certified or bank check in payment of the total purchase price thereof or payment by wire transfer of immediately available funds in the amount of the total purchase price to such account as executive's personal representatives shall designate in writing. Executive's personal representatives shall transfer such shares free of all liens, claims and encumbrances of any nature whatsoever. If the Company does not purchase all shares so offered, Executive's personal representatives shall have the right to sell (i) any shares offered to the Company but not purchased by it and (ii) any additional shares of Common Stock Executive's personal representatives determine are required to be sold in order to pay Estate Taxes, to any person in any legal manner without any further right or interest of the Company in or to such shares.
Company Right of First Offer. For a period of ten (10) days following receipt of any Notice described in Section 2.1, the Company shall have the right to purchase all or a portion of the Stock subject to such Notice on the same terms and conditions as set forth therein. The Company's purchase right shall be exercised by written notice signed by an officer of the Company (the "Company Notice") and delivered to the Transferring Stockholder. The Company shall effect the purchase of the Stock, including payment of the purchase price, not more than five (5) business days after delivery of the Company Notice, and at such time the Transferring Stockholder shall deliver to the Company the certificate(s) representing the Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company's Common Stock.
