Common use of Exercise of the First Refusal Right Clause in Contracts

Exercise of the First Refusal Right. The Company shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which the Recipient consents, except that the Company shall in any case have the right to elect the payment method provided in Section 6. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") to the Recipient prior to the expiration of the twenty-five (25) day exercise period. If such right is exercised with respect to all the Target Shares, then the Company shall effect the repurchase of such shares, including payment of the purchase price, subject to the provisions of Section 6, not more than fifteen (15) business days after delivery of the Exercise Notice, and at such time the certificates representing the Target Shares shall be delivered to the Company. If the purchase price specified in the Disposition Notice is to be payable in property other than cash or evidences of indebtedness, and there is no immediately ascertainable market value of such property, then the value of such property shall be deemed to be zero.

Appears in 11 contracts

Samples: Restricted Stock Agreement (MotivNation, Inc.), Restricted Stock Agreement (MotivNation, Inc.), Restricted Stock Agreement (MotivNation, Inc.)

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Exercise of the First Refusal Right. The Company Corporation shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which the Recipient Owner consents, except that the Company shall in any case have the right to elect the payment method provided in Section 6. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") to the Recipient Owner prior to the expiration of the twenty-five (25) day 25)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company Corporation shall effect the repurchase of such shares, including payment of the purchase price, subject to the provisions of Section 6, not more than fifteen five (155) business days after delivery of the Exercise Notice, ; and at such time the certificates representing the Target Shares shall be delivered to the CompanyCorporation. If Should the purchase price specified in the Disposition Notice is to be payable in property other than cash or evidences of indebtedness, and there is no immediately ascertainable market the Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten (10) days after the Corporation's receipt of the Disposition Notice, then the value of such property valuation shall be deemed to be zero.made by an

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vista Medical Technologies Inc), Stock Purchase Agreement (Vista Medical Technologies Inc)

Exercise of the First Refusal Right. The Company Corporation shall, ----------------------------------- for a period of twentyforty-five (2545) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which the Recipient Owner consents, except that the Company shall in any case have the right to elect the payment method provided in Section 6. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") to the Recipient Owner prior to the expiration of the twentyforty-five (25) day 45)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company Corporation shall effect the repurchase of such shares, including payment of the purchase price, subject to the provisions of Section 6, not more than fifteen (15) business days after delivery of the Exercise Notice, ; and at such time the certificates representing the Target Shares shall be delivered to the CompanyCorporation. If Should the purchase price specified in the Disposition Notice is to be payable in property other than cash or evidences of indebtedness, and there is no immediately ascertainable market the Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, then . If Owner and the value of such property shall be deemed to be zero.Corporation

Appears in 1 contract

Samples: Stock Issuance Agreement (Siebel Systems Inc)

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Exercise of the First Refusal Right. The Company Corporation shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which the Recipient Owner consents, except that the Company shall in any case have the right to elect the payment method provided in Section 6. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") to the Recipient Owner prior to the expiration of the twenty-five (25) day 25)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Company Corporation shall effect the repurchase of such shares, including payment of the purchase price, subject to the provisions of Section 6, not more than fifteen five (155) business days after delivery of the Exercise Notice, ; and at such time the certificates representing the Target Shares shall be delivered to the CompanyCorporation. If Should the purchase price specified in the Disposition Notice is to be payable in property other than cash or evidences of indebtedness, and there is no immediately ascertainable market the Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten (10) days after the Corporation's receipt of the Disposition Notice, then the value of such property valuation shall be deemed to be zero.made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within

Appears in 1 contract

Samples: Stock Purchase Agreement (Adknowledge Inc)

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