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.
(b) The Corporation shall have the right, but not the obligation, for a period of thirty (30) days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Corporation may exercise such purchase option and purchase all or any portion of the Offered Shares by notifying the Participant in writing before expiration of such thirty (30) day period as to the number of such Offered Shares that the Corporation wishes to purchase. If the Corporation gives the Participant notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than sixty (60) days after receipt by the Corporation of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 7(c).
(c)...
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”).
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
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
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.
(b) The Offer must:
(i) be made by notice in writing;
(ii) identify in reasonable detail the Third Party making the Eligible Offer and identify those Persons who, together with their Affiliates, control the Third Party;
(iii) be accompanied by a copy of the Eligible Offer setting forth all of its terms and conditions; and
(iv) provide any information concerning the business experience and expertise of the Third Party and its financial condition that is reasonably available to the Selling Shareholder and reasonably requested by the Board.
(c) The Offer is not revocable prior to the expiration of the Offer Period.
Corporation’s Right of First Refusal
