CORPORATION RIGHT OF FIRST REFUSAL Sample Clauses

CORPORATION RIGHT OF FIRST REFUSAL. In the event that a Stockholder at any time desires to Transfer all or any portion of its Shares to any third party (the "Offeror"), it must first offer to Transfer its Shares to the Corporation. Such offer must be upon the same terms and conditions as it proposes to Transfer such Shares to the Offeror, which terms and conditions shall be set forth in a written notice of offer (the "Notice of Offer"). The Notice of Offer shall state with particularity the terms upon which the Transfer of the Shares is proposed to be made, including, without limitation, the purchase price to be paid for the Shares, if any, the time and method of payment, and if payment is to be made other than in cash, a description of the non-cash consideration and the rate of interest, if any, to be paid on the non-cash portion of said purchase price (collectively the "Offer Price and Terms"). The Corporation shall have a period of fifteen (15) days after receipt of the Notice of Offer within which to accept (as to all, but not less than all, of the tendered Shares) or reject in writing the offer of Transfer. Should the Corporation accept the offer, it shall, within ten (10) days of its acceptance, acquire the tendered Shares at the Offer
Sample 1Sample 2
AutoNDA by SimpleDocs
CORPORATION RIGHT OF FIRST REFUSAL. In the event that a Shareholder at any time desires to Transfer all or any portion of his Shares to any third party (the "Offeror"), he must first offer to Transfer his Shares to the Corporation. Such offer must be upon the same terms and conditions as he proposes to Transfer such Shares to the Offeror, which terms and conditions shall be set forth in a written notice of offer (the "Notice of Offer"). The Notice of Offer shall state with particularity the terms upon which the Transfer of the Shares is proposed to be made, including, without limitation, the purchase price to be paid for the Shares, if any, the time and method of payment, and if payment is to be made other than in cash, the rate of interest to be paid on the non-cash portion of said purchase price (collectively the "Offer Price and Terms"). The Corporation shall have a period of thirty (30) days after receipt of the Notice of Offer within which to accept or reject in writing said offer of Transfer. Should the Corporation accept such offer, it shall forthwith acquire the tendered Shares at the Offer Price and Terms. Failure of the Corporation to respond in writing to a Notice of Offer within such thirty (30) day period shall be deemed a rejection of said offer.
Sample 1
CORPORATION RIGHT OF FIRST REFUSAL. In the event of the Termination, Total Permanent Disability or death of an Original Stockholder, the Corporation shall have the first right and option, but not the obligation, to purchase from the Original Stockholder, or from his or her guardian, conservator or other legal representatives or from the estate of the deceased Stockholder, as the case may be, and from his Permitted Transferees, all or a portion of the Shares held by them at a price per Share equal to the Market Value (but in any event no less than $.25 per share) as of the date of such Termination. Total Permanent Disability or death and upon the other terms and conditions set forth herein, with payment to be made in accordance with the provisions of Article VII, provided the Corporation gives written notice to such Stockholder and/or such legal representatives and Permitted Transferees of its election to purchase such Shares within ninety (90) days after the date of such Termination, Disability or death, which notice shall also specify the number of Shares to be purchased by the Corporation. Upon exercise of such right and option, the Corporation shall, subject to the provisions of Article VI, become obligated to purchase, and such legal representatives and Permitted Transferees shall become obligated to sell, the number of Shares stated in the Corporation's notice. If the foregoing option is not exercised within the time permitted for the exercise thereof, then said option shall automatically expire and lapse.
Sample 1
CORPORATION RIGHT OF FIRST REFUSAL. If at any time after the date hereof any Stockholder desires to Dispose Of any or all Shares held by him, other than as permitted pursuant to Paragraph 3.2, such Stockholder (the "Offering Stockholder") shall first be required to obtain a bona fide written offer from a third party for the purchase for cash of all or such part of his Shares. Such Stockholder shall then give a written notice (the "Notice") to the Corporation and the other Stockholders (a) advising them that he or she has obtained a bona fide offer in writing for the purchase of all or a specified number of his Shares (the "Offered Shares"), which offer he or she is ready and willing to accept, (b) stating the name and address of the proposed purchaser and describing the principal occupation or business of the proposed purchaser and (c) enclosing a true copy of the bona fide offer, signed by the proposed purchaser, containing the price, terms and conditions of the propose purchase, The Corporation shall have the first option, but not the obligation, to purchase all or, subject to Paragraph 5.4, a portion of the Offered Shares at the price and upon the terms and conditions as specified in the bona fide offer enclosed with the Notice, provided the Corporation gives written notice to the Offering Stockholder of its election to purchase within thirty (30) days after the Corporation receives the Notice. The notice from the Corporation shall specify the number of Offered Shares to be purchased pursuant to the exercise of such option.
Sample 1
CORPORATION RIGHT OF FIRST REFUSAL. At least forty five (45) days prior to making any Transfer of any Stockholder Shares (other than through l(a)(i), (iii) or (iv) or to a Permitted Transferee), the transferring Stockholder (the "Transferring Stockholder") shall deliver an Offer Notice to the Corporation and the other Stockholders (the "Other Stockholders"). The Offer Notice shall be deemed to be an offer of the subject Stockholder Shares to the Corporation and the Other Stockholders on the same terms and conditions as proposed by the third party. The Corporation may elect to purchase all, but not less than all, of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder within twenty (20) days after the delivery of the Offer Notice (the "Election Period"). The Corporation may also assign its right to purchase all or a part of the Stockholder Shares subject to the Offer Notice to Other Stockholders pursuant to the procedures in Section 1(c) hereof. The purchase of the subject Stockholder Shares shall be made in accordance with Section l(d) hereof.
Sample 1
CORPORATION RIGHT OF FIRST REFUSAL. At least 45 days prior to an Executive making any Transfer of any Stockholder Shares (other than pursuant to Sections 2 or 3 hereof or to a Permitted Transferee), the transferring Executive (the "TRANSFERRING STOCKHOLDER") shall deliver an Offer Notice to the Corporation and the other Stockholders (the "OTHER STOCKHOLDERS"). The Offer Notice shall be deemed to be an offer of the subject Stockholder Shares to the Corporation and the Other Stockholders on the same terms and conditions as proposed by the third party. The Corporation may elect to purchase all or a portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder within twenty-five (25) days after the delivery of the Offer Notice (the "ELECTION PERIOD"). The purchase of the subject Stockholder Shares shall be made in accordance with Section 1(d) hereof.
Sample 1

Related to CORPORATION RIGHT OF FIRST REFUSAL

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • 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").

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!