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
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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.
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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
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.
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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.
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Related to CORPORATION RIGHT OF FIRST REFUSAL

  • 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.

  • 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").

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • 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.

  • 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.

  • 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.

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