First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.
First Refusal Rights. (i) At least fifteen (15) days prior to any Transfer of Stockholder Shares (other than (i) a Transfer pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "TRANSFERRING HOLDER"), such Transferring Holder shall first offer to sell such Transferring Holder's Stockholder Shares by delivering a written notice (the "TRANSFER NOTICE") to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Stockholders hereunder, specifying in reasonable detail the number and class of shares to be Transferred, the identity of the prospective transferee(s), the closing date for the proposed Transfer, which date shall not be earlier than forty-five (45) days from the date of the Transfer Notice, and all material terms and conditions of the Transfer, which terms and conditions shall have been agreed upon by the prospective transferee(s). The Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate and the denominator of which is the total number of Stockholder Shares held by all the participating Investors), may elect to purchase all or any portion of the Stockholder Shares to be transferred at the same price and on the same terms as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled to purchase all of the Stockholder Shares which the Investors other than the Transferring Holder have not elected to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder, to OEP...
First Refusal Rights. (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public Offering, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash.
(ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's election hereunder. If all of the securities offered to the holders of Investor Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receip...
First Refusal Rights. (a) Prior to any Transfer permitted by Section 12.1, at least 30 days prior to any Transfer of Units, the Member desiring to make such Transfer (the “Transferring Member”) shall deliver a written notice (the “Offer Notice”) to the Common Members and the Company specifying in reasonable detail the identity of the prospective bona fide Transferee(s), the number and class of Units to be Transferred and the price and other terms and conditions of the proposed Transfer, as well as evidence (acceptable to the Board in its sole discretion) that the proposed bona fide Transferee is financially capable of purchasing the Units. If the proposed bona fide Transferee is determined by the Board to not be financially capable of purchasing the Units to be Transferred, the bona fide Transferring Member shall not be allowed to Transfer said Units.
(b) Each Common Member may elect to purchase up to its ROFR Share of the Units at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within 25 days after delivery of the Offer Notice (the “Acceptance Date”). If any Common Member elects not to purchase its ROFR Share of the Units, then the remaining Transferees among such Members who elected to purchase Units shall have the right to purchase such Units on a pro rata basis. For the purposes of this Section 12.3, the “ROFR Share” of a Common Member shall equal the product of (i) the aggregate number of Units to be sold to and purchased by the bona fide Transferee, multiplied by (ii) a fraction, the numerator of which shall be the number of Common Units held by such Member, and the denominator of which shall be the total number of Common Units then issued and outstanding.
(c) If the Common Members have elected to purchase any Units from the Transferring Member, such purchase shall be consummated as soon as practicable after the delivery of the election notice to the Transferring Member, but in any event within 30 days after the Acceptance Date.
(d) If the Common Members do not elect, in the aggregate, to purchase all of the Units from the Transferring Member, the Transferring Member shall have the right, within the 30 days following the Acceptance Date, to Transfer the Units not so purchased to the bona fide Transferee(s) specified in the Offer Notice at a price not less than the price per Unit specified in the Offer Notice and on other terms no more favorable to the Transferee(s) thereof than specif...
First Refusal Rights. The Company may elect to purchase all of this Warrant or the Warrant Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to the Holder within thirty (30) days after the receipt of the Sale Notice by the Company. If the Company has not elected to purchase all of this Warrant or the Warrant Shares specified in the Sale Notice, Holder may transfer this Warrant or the Warrant Shares specified in the Sale Notice to the transferee(s) specified in the Sale Notice (or, at the election of the Holder, to the Company to the extent of its election to purchase and the remainder to the transferee(s) specified in the Sale Notice) at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any interest in this Warrant or the Warrant Shares not transferred within such 60-day period shall again be subject to the provisions of this Section 3.
First Refusal Rights. Subject to the terms and conditions of this Article 8, the Company hereby grants to each Investor (referred to hereinafter in this Article 8 as the "Offeree") a right of first refusal to purchase all or any part of any issue of New Securities (as defined hereinbelow) that the Company (or any subsidiary whose capital stock will not be wholly owned, directly or indirectly, by the Company upon completion of any such issuance) may from time to time after the Closing Date propose to issue.
First Refusal Rights. Subject to the terms and conditions of this Article 6, the Issuer hereby grants to the Purchaser a right of first refusal to purchase its Pro Rata Share (as defined below) of any issue of New Securities (as defined below) that the Issuer (or any subsidiary whose capital stock will not be wholly owned, directly or indirectly, by the Issuer upon completion of any such issuance) may from time to time after the date of this agreement propose to issue.
First Refusal Rights. The Company may elect to purchase some or all of the Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Stockholder within 30 days after the receipt of the Sale Notice by the Company. If the Company elects to purchase any shares of Stock, the Company shall consummate such purchase within 45 days of delivery of notice of intent to purchase. If the Company has not elected to purchase all of the Stock specified in the Sale Notice, Stockholder may transfer the Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following notice of the Company's election not to purchase such shares. Any shares of Stock not transferred within such 60-day period will be subject to the provisions of this Section 2.2(c) upon subsequent transfer.
First Refusal Rights. The Company may elect pursuant to this paragraph 15 to purchase all (but not less than all) of the Option Shares to be transferred by Optionee upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Optionee within 20 days after the receipt of the Sale Notice by the Company. The Company shall be given up to 30 days (after delivery of such written notice) to consummate the purchase and sale of Option Shares. If the Company has not elected to purchase all of the Option Shares specified in the Sale Notice, Optionee may transfer the Option Shares specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any Option Shares not transferred within such 60-day period shall be subject to the provisions of this paragraph 15(b) upon subsequent transfer.
First Refusal Rights. Until such time as the Common Stock is first registered under Section 12(g) of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right.
