Common use of Company Right of First Offer Clause in Contracts

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.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Wedge Energy Services LLC), Common Stock Purchase Agreement (South Texas Drilling & Exploration Inc)

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Company Right of First Offer. The Purchaser agrees that it will not sell, transfer or otherwise make a disposition dispose of any common stock of the Company Common Stock other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to the Purchaser without first offering the stock the Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other on the terms (the "Disposition Terms") under which the Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice Notice, the Company shall have the assignable right to acquire the Disposition Stock from the Purchaser under upon the Disposition Terms at any time within 45 days following the Company's ’s receipt of the Disposition Notice (the "Company Disposition Period") ”), so long as the Company shall provide the Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from after the Company’s receipt of the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required take all action necessary to purchase the Disposition Stock under upon the Disposition Terms within the Company Disposition Period, the Purchaser may complete a disposition of the Disposition Stock to any third party strictly upon the Disposition Terms and in a matter manner conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter thereafter, unless the procedures Purchaser submits a further Disposition Notice pursuant to the terms of this paragraph are again complied withparagraph. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock Common Stock by the Purchaser or a disposition to an affiliate of the Purchaser or to a disposition approved by the Board of Directors of the Company. Provided; provided, however, that any affiliate transferee or donee of the common stock Common Stock shall first be required to agree in writing to be bound by the terms of this paragraphSection 1.6. The Purchaser agrees that certificates representing the common stock of the Company Common Stock subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third parties.Section

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Pioneer Drilling Co)

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Company Right of First Offer. The Purchaser agrees that it will not sell, transfer or otherwise make a disposition dispose of any common stock of the Company Common Stock other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to the Purchaser without first offering the stock the Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other on the terms (the "Disposition Terms") under which the Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice Notice, the Company shall have the assignable right to acquire the Disposition Stock from the Purchaser under upon 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 the Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from after the Company's receipt of the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required take all action necessary to purchase the Disposition Stock under upon the Disposition Terms within the Company Disposition Period, the Purchaser may complete a disposition of the Disposition Stock to any third party strictly upon the Disposition Terms and in a matter manner conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter thereafter, unless the procedures Purchaser submits a further Disposition Notice pursuant to the terms of this paragraph are again complied withparagraph. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock Common Stock by the Purchaser or a disposition to an affiliate of the Purchaser or to a disposition approved by the Board of Directors of the Company. Provided; provided, however, that any affiliate transferee or donee of the common stock Common Stock shall first be required to agree in writing to be bound by the terms of this paragraphSection 1.6. The Purchaser agrees that certificates representing the common stock of the Company Common Stock subject to this paragraph Section 1.6 may be legended in order to provide notice of the application Company's right of first refusal set forth in this paragraph Section 1.6 to third parties.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chesapeake Energy Corp)

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