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.
Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Optionee otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company's right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is issued by the Optionee or issued by a person other than the Optionee with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Optionee shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Optionee to any Participating Company shall be treated as payment to the Optionee in cash to the extent of the unpaid principal and any accrued interest canceled.
Exercise of Right of First Refusal. At any time within sixty ----------------------------------- (60) days after the date 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 Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price determined in accordance with subsection (c) below.
Exercise of Right of First Refusal. During the period of thirty (30) days immediately following the giving of a Sale Notice (the "Acceptance Period"), the Purchaser shall have the opportunity of exercising the right to purchase the Company at the same price and under precisely the same terms and conditions recited in the Sale Notice. During the Acceptance Period, the Purchaser shall have the right to make inquiries of the Company, the Board of Directors, and Safeguard with respect to the Proposed Sale Transaction and the Company, the Board of Directors, and Safeguard shall promptly respond to any and all such inquiries. If Purchaser desires to exercise the Right of First Refusal pursuant to this Section 6.02, Purchaser shall furnish written notice to the Selling Party of Purchaser's exercise of the Right of First Refusal prior to the expiration of the Acceptance Period (the "Purchaser's Acceptance"), and the parties shall have ninety (90) days from the date of the Purchaser's Acceptance to (i) negotiate and execute a legally binding agreement of sale (the "Agreement of Sale") having the terms and conditions recited in the Sale Notice and (ii) consummate the purchase and sale contemplated by the Agreement of Sale. The Purchaser, the Company and Safeguard shall negotiate the Agreement of Sale in good faith. If (a) the Purchaser's Acceptance is not received by the Selling Party prior to the expiration of the Acceptance Period or (b) the parties fail to consummate the purchase and sale contemplated by the Agreement of Sale within ninety (90) days of the date of the Purchaser's Acceptance, all rights of the Purchaser with respect to the Right of First Refusal shall cease, terminate, and expire automatically and an agreement of sale may be made with, or a sale may be made to, such Offeror according to terms and conditions no less favorable to the Selling Party as those set forth in the Sale Notice and at a price not less than that stated in the Sale Notice; provided, however, that Purchaser shall be offered by such Offeror the opportunity to participate in such sale upon the same terms and conditions as those offered to the Selling Party. If no such sale is made to such Offeror, then the terms and conditions of the Right of First Refusal granted pursuant to this Article VI shall remain in full force for the remainder of the First Refusal Period.
Exercise of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) shall deliver a written notice to the Holder indicating whether the Company and/or its assignee(s) elect to permit or reject the proposed sale or transfer, in full or in part, and/or elect to accept or decline the offer to purchase any or all of the Shares proposed to be sold or transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Company. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Company in good faith.
Exercise of Right of First Refusal. At any time within 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 any or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided that if the Transfer Purchase Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in good faith by the Company’s Board of Directors. If the Transfer Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Company’s Board of Directors in good faith.
Exercise of Right of First Refusal. The Corporation shall have a right to repurchase, at the buy-back price set forth below, any or all of the Common Stock issued upon the exercise of the Option. Such right shall arise if the Optionee ceases to be employed by the Corporation for any reason, at the time of the Optionee's death, or if the Optionee elects to dispose of any such shares of Common Stock by sale, transfer or other disposition.
Exercise of Right of First Refusal. The right of first refusal provided for in this Section 4(i) may be exercised by the Buyers by delivery of a written notice to the Company (the "Exercise Notice"), within ten (10) business days following receipt of the Issuance Notice (the "Refusal Period"). The Exercise Notice shall state that the Buyers agree to purchase all or any specified part of the proposed issuance of such Common Stock or Convertible Securities on terms substantially equal to the terms set forth in the Issuance Notice.
Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Company and each Applicable ROFR Rightholder shall have the right to purchase the Offered Units in the following order of priority: first, the Company shall have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 11.2(d)(ii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 11.2(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 11.2(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightholders.
Exercise of Right of First Refusal. Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may elect in writing to purchase all, but not less than all, of the Vested Units proposed to be Transferred to any one or more of the Proposed Transferees. The purchase price will be determined in accordance with subsection (c) below.
