Corporation’s Right of First Refusal Sample Clauses

Corporation’s Right of First Refusal. (a) If at any time the Participant proposes to Transfer (as defined in Section 7(g) below) any Award Shares (including, without limitation, any securities acquired upon conversion thereof or by way of any stock split, stock dividend, recapitalization or the like), then the Participant shall promptly give the Corporation advance written notice of the Participant’s intention to make the Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i) a description of the Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and address(es) of the prospective transferee(s), (iii) the consideration, and (iv) the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer. In the event that the transfer is being made pursuant to the provisions of Section 7(e), the Transfer Notice shall state under which specific subsection the Transfer is being made.
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Corporation’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Corporation or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).
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Corporation’s Right of First Refusal. (a) Subject to the limitations of subparagraph 6(b), in the event that, prior to the date of the first registration of an equity security of the Corporation under Section 12 of the Securities Exchange Act of 1934, Purchaser desires to sell, encumber or otherwise transfer all or any portion of the Stock received upon the exercise of Purchaser's Option, or any interest therein, Purchaser will be required to first give written notice of the intent to transfer to the Secretary of the Corporation. The notice will name the proposed transferee and state the number of shares of Stock to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer. The Corporation and/or its assignee(s) will have the right (the "Right of First Refusal") at any time within thirty (30) days after receipt of such notice to purchase any portion of the Stock specified in the notice at the price and upon the terms set forth in such notice (the "Notice Price"). In the case of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, the price will be deemed to be the fair market value of the Stock at such time as determined in good faith by the Board of
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Corporation’s Right of First Refusal. (a) Except as otherwise expressly permitted by Section 10.3(a)(i) and by 10.3(a)(iii), no Shareholder may Transfer Shares except pursuant to an Eligible Offer (as defined below) and in accordance with the requirements of this Section 9.4. If any Shareholder receives an Eligible Offer to Transfer Shares owned by that Shareholder (the “Selling Shareholder”) and the Selling Shareholder wants to accept the Eligible Offer, it must first notify the Board of the Eligible Offer and offer all such Shares (the “Sale Shares”) to the Corporation (the “Offer”) at the same consideration and on the same financial terms and conditions as are contained in the Eligible Offer (the “Corporation’s First Right of Refusal”). The Offer may not contain terms and conditions from the Eligible Offer which provide a collateral benefit to the Selling Shareholder or any Affiliate of the Selling Shareholder. No term or condition may be included in the Offer which has the effect of permitting the consideration to be increased or otherwise changed from the consideration specified in the Eligible Offer, upon the happening of any event or in any other circumstance, including the receipt of a superior offer or an increase in the financial terms and conditions of the Eligible Offer. Any such term or condition is void and of no force or effect but does not otherwise invalidate the Offer.
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Corporation’s Right of First Refusal. (a) Subject to the limitations of subparagraph 6(b), in the event that, prior to the date of the first registration of an equity security of the Corporation under Section 12 of the Securities Exchange Act of 1934, Purchaser desires to sell, encumber or otherwise transfer all or any portion of the Stock received upon the exercise of Purchaser's Option, or any interest therein, Purchaser will be required to first give written notice of the intent to transfer to the Secretary of the Corporation. The notice will name the proposed transferee and state the number of shares of Stock to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer. The Corporation and/or its assignee(s) will have the right (the "Right of First Refusal") at any time within thirty (30) days after receipt of such notice to purchase any portion of the Stock specified in the notice at the price and upon the terms set forth in such notice (the "Notice Price"). In the case of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, the price will be deemed to be the fair market value of the Stock at such time as determined in good faith by the Board of Directors. In the event the Corporation and/or its assignee(s) elects to purchase all or any portion of the Stock, it will provide Purchaser with written notice of its election and cash payment at the Notice Price within thirty (30) days after receipt of the transfer notice. If, however, the terms of payment set forth in the transfer notice were other than cash against delivery, the Corporation and/or its assignee(s) will pay for the Stock on the same terms and conditions as set forth in the transfer notice. In the event the Corporation and/or its assignee(s) do not elect to acquire all of the shares specified in the transfer notice, Purchaser may, within the sixty (60)-day period following the expiration of the Corporation's Right of First Refusal, transfer any portion of the Stock specified in the notice which was not acquired by the Corporation and/or its assignee(s) on the terms specified in the original notice. All shares so sold by Purchaser will continue to be subject to the same restrictions as before the transfer.
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Corporation’s Right of First Refusal. If the Optionee seeks to sell or dispose of all or any part of his Vested Optioned Shares to a third party (the “Transferee”), then he shall notify the Corporation in writing of such proposed sale or disposition at least thirty days prior to the date of the proposed sale or disposition. The notice shall contain the date of the proposed sale or disposition, the identity of the proposed Transferee, and the terms and price of the proposed sale or disposition. The Corporation then shall have the right to purchase (the “Corporation’s Right of Refusal”) all, but not less than all, of such Vested Optioned Shares from the Optionee as follows: (i) if the disposition of such shares is for value, then the Corporation may purchase such shares upon the same terms and at the same price as such third party purchaser is prepared to pay, and (ii) if the disposition of such shares is being made by means of a gift or other transaction where no value is received by the transferor, including, without limitation, a disposition in connection with the death or divorce of the Optionee, then the Corporation may purchase such shares at their Fair
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Corporation’s Right of First Refusal. (A) Subject to the provisions of Section 9.2(D) below, the Corporation shall have the right of first refusal to purchase all (or any part) of any Preferred Stock or Common Stock into which the Preferred Stock has been converted (collectively, for the purposes of this Section 9.2 only, the "Securities") that the Investor or any Affiliate may, from time to time, propose to sell.
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Corporation’s Right of First Refusal. If at any time a holder of Class A Common Stock receives a bona fide offer to purchase such shares and desires to sell any of such shares (other than through the limited market maintained by the Corporation), such holder shall first give notice to the Secretary of the Corporation containing:
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Corporation’s Right of First Refusal 
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Related to Corporation’s 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’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • 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.

  • 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.

  • 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.

  • 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").

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

  • 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.

  • 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.

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