Exercise by the Company. (a) For a period of twenty (20) days (the “Initial Exercise Period”) after the last date on which the Transfer Notice is, pursuant to Section 8.1, deemed to have been delivered to the Company and all Eligible Investors, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 3. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period.
(b) Upon the earlier to occur of (i) the expiration of the Initial Exercise Period or (ii) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares, and the shares for which the Eligible Investors may exercise their Rights of First Refusal (as described below) shall be correspondingly reduced, if appropriate.
Exercise by the Company. For a period of twenty (20) days after the Transfer Notice has been last delivered to the Company and the Members (the “Exercise Period”), the Company shall have the right to purchase all, or any part of the Transfer Interests, on the same terms and conditions as specified in the Transfer Notice. To exercise its Right of First Refusal, the Company must deliver written notice to Seller of such exercise during the Exercise Period indicating the number of Transfer Interests it wishes to purchase pursuant to the Right of First Refusal.
Exercise by the Company. The Company has the Right of First Refusal to purchase all or any part of the Offered Stock, if the Company gives written notice of the exercise of such right to the Seller within fifteen (15) days (the “Notice Period”) after the last date on which the Transfer Notice is, pursuant to Section 12.5 hereof, deemed to be effective as to the Company or a Key Shareholder, as the case may be. In the event that the Company elects not to purchase all of the Offered Stock, the remaining shares of Offered Stock may be purchased by the Key Shareholders as set forth in Section 3.2 below. Within five (5) days after expiration of the Notice Period, the Company will give written notice (the “Company’s Expiration Notice”) to the Seller and the Key Shareholders specifying either (A) that all or a part of the Offered Stock was purchased by the Company exercising its Right of First Refusal or (B) that the Company waived its right to purchase the specified number of Offered Stock.
Exercise by the Company. Any repurchase by the Company pursuant to this Section 4 shall be exercisable by written notice to the Purchaser or his executor (with a copy to the Escrow Agent) given within the applicable time period, and such notice if given shall constitute an irrevocable offer by the Company to repurchase the Shares covered thereby. Such notice shall set forth the number of Shares to be repurchased and the aggregate repurchase price thereof, as determined by the Board in good faith as of a date no more than ten days prior to such repurchase. Within five days after delivery of such notice, upon delivery by the Escrow Agent to the Company of the Shares being repurchased, together with one or more related stock powers executed by the Purchaser in blank, and upon receipt by the Company of a representation by the Purchaser that he owns the Shares being repurchased, the Company shall pay to the Purchaser in immediately available funds an amount equal to the aggregate repurchase price of the Shares being repurchased. In the event that the Company fails to exercise its repurchase rights hereunder within the stated time periods, all such repurchase rights of the Company shall immediately lapse and no longer apply to the Shares.
Exercise by the Company. Within five (5) days after the expiration of the Overallotment Refusal Period, the Key Founder Seller or the Other Shareholder Seller (as the case may be) proposing to Transfer the Offered Shares will give written notices to the Company and each Preferred Shareholder (the “Confirmation Notice”) specifying the number of Offered Shares that have been elected for purchase by the Preferred Shareholders exercising their Rights of First Refusal pursuant to Section 3(b) and the number of Offered Shares, if any, that remains available for Transfer (the “Remaining Shares”). The Company shall have the right to purchase, and subsequently cancel in accordance with the laws of the Cayman Islands all or any part of the Remaining Shares if the Company gives written notice of the exercise of such right to the Key Founder Seller or the Other Shareholder Seller (as the case may be) proposing to Transfer the Offered Shares within ten (10) days of delivery of the Confirmation Notice to the Company and each of the Preferred Shareholders.
Exercise by the Company. (1) Not less than ten (10) days prior to the RFR Completion Date, the Key Founder Seller or the Other Shareholder Seller (as the case may be) shall deliver to the Company the following documents in a form previously approved by, or on behalf of, the Company:
a. draft instruments of transfer in relation to the Transfer of the relevant number of Offered Shares that have been elected for purchase by the Company by the registered holders of those Offered Shares in favor of the Company;
b. copies of the existing share certificates representing the Offered Shares that have been elected for purchase by the Company; and
c. a certified true copy of the resolutions of a properly convened board meeting of the Company at which the Board of Directors approves:
(A) the Transfers of the Offered Shares that have been elected for purchase by the Company pursuant to this Section 3 from the Key Founder Seller or the Other Shareholder Seller (as the case may be) to each of such the Company;
(B) the cancellation of the existing share certificates representing the Offered Shares that have been elected for purchase by the Company pursuant to this Section 3; and
(C) the amendment of the register of members of the Company, to reflect such Transfer and the cancellation of the Offered Shares that have been elected for purchase by the Company pursuant to this Section 3.
(2) At the RFR Completion, the Key Founder Seller or the Other Shareholder Seller (as the case may be) shall deliver the following documents in a form previously approved by, or on behalf of the Company undated and executed instruments of transfer in relation to the transfer of the relevant Offered Shares by the registered holders of those Shares in favor of the Company.
(3) At the RFR Completion and against the full compliance by the Key Founder Seller or the Other Shareholder Seller (as the case may be) of its obligations under Sections 3(g)(i) and (ii), the Company shall pay to the Key Founder Seller or the Other Shareholder Seller (as the case may be), or as it may direct, the consideration for the Offered Shares to be acquired the Company. Following such payment, such Offered Shares shall be cancelled.
Exercise by the Company. (a) For a period of 20 days (the “Initial Exercise Period”) after the last date on which the Transfer Notice is, pursuant to Section 8.1, deemed to have been delivered to the Company and all Eligible Investors, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 3. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period. If the Board determines, in its sole discretion, that the Company is prohibited by law or by contract from exercising the Company’s Right of First Refusal, the Company may specify another person or entity who shall not be a current stockholder of the Company and who shall be unanimously approved by the Board, excluding any board member who is also a Seller, as its designee to purchase such Offered Shares.
(b) Upon the earlier to occur of (i) the expiration of the Initial Exercise Period or (ii) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares, and the shares for which the Eligible Investors may exercise their Rights of First Refusal (as described below) shall be correspondingly reduced, if appropriate.
Exercise by the Company. The Company has a Right of First Refusal to purchase all or any part of the Offered Shares, provided that the Company gives written notice of the exercise of such right to the Seller within thirty (30) days (the “Initial Refusal Period”) after the last date on which the Transfer Notice is, pursuant to Section 9(a) hereof, deemed to be effective as to the Company and all Eligible Investors.
Exercise by the Company. The Company has the Right of First Refusal to purchase all or any part of the IAO Common Stock, if the Company gives written notice of the exercise of such right to the Seller within 30 days (the “Company Refusal Period”) after the last date on which the Notice of Transfer, a form of which is attached hereto as Exhibit A (“IAO Common Stock Transfer Notice”) is, pursuant to Section 5(A) hereof, deemed to have been delivered by Seller to the Company. Within five (5) days after the expiration of the Company Refusal Period (the “Company Confirmation Notice Period”), the Seller will give written notice to the Company specifying the number of shares of Offered Stock purchased by the Company (the “Company Confirmation Notice”). The Company Confirmation Notice shall also specify the number of shares not purchased, if any, under this section.
Exercise by the Company. (a) For a period of twenty (20) days (the “Company Exercise Period”) after the last date on which the Transfer Notice is, pursuant to Section 8.1, deemed to have been delivered to the Company and all Eligible Investors, the Company shall have the right to purchase all but not less than all of the Offered Shares on the terms and conditions set forth in this Section 3. In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Company Exercise Period. In the event that the Company’s Board of Directors determines, in its sole discretion, that the Company is prohibited by law or by contract from exercising the Company’s Right of First Refusal, the Company may specify another person or entity who shall be neither a current stockholder of the Company nor any other affiliate of the Company or its stockholders and who shall be unanimously approved by the Board of Directors, excluding any board member who is also a Seller, as its designee to purchase such Offered Shares.
(b) Upon the earlier to occur of (i) the expiration of the Company Exercise Period or (ii) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares, and the shares for which the Eligible Investors may exercise their Rights of First Refusal (as described below) shall be correspondingly reduced, if appropriate.
