Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (a) Prior to making any Transfer of Securityholder Securities (other than a Transfer pursuant to (i) Section 15.7 of the LLC Agreement in connection with the incorporation of the Company (to facilitate a Public Offering or otherwise), (ii) a Public Sale of the type referred to in clause (i) of the definition thereof or (iii) a Sale of the Company), any Securityholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING SECURITYHOLDER") will give written notice (the "SALE NOTICE") to the Company and the holders of Common Units (collectively, the "SALE NOTICE RECIPIENTS"). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of units of Securityholder Securities to be transferred and the terms and conditions of the proposed transfer. Such Transferring Securityholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION 2 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE".)

Appears in 2 contracts

Samples: Securityholders Agreement (Prestige Brands International, Inc.), Securityholders Agreement (Prestige Brands Holdings, Inc.)

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First Refusal Rights. (a) Prior to making any Transfer of Securityholder Securities (other than a Transfer pursuant to (i) Section 15.7 of the LLC Agreement in connection with the incorporation a public offering of the Company (to facilitate a Public Offering or otherwise)securities, (ii) a Public Sale of the type referred to in clause (i) of the definition thereof or (iii) a Sale of the Company)) and after obtaining the consent of the holders of a majority of the Investor Securities as required pursuant to Section 1, any Securityholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING SECURITYHOLDER"“Transferring Securityholder”) will give written notice (the "SALE NOTICE"“Sale Notice”) to the Company and the holders of Common Units (collectively, the "SALE NOTICE RECIPIENTS"“Sale Notice Recipients”). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of units of Securityholder Securities to be transferred and the terms and conditions of the proposed transfer. Such Transferring Securityholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION Section 2 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE"“Authorization Date”.)

Appears in 1 contract

Samples: Securityholders Agreement (Solera Holdings LLC)

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First Refusal Rights. (a) Prior to making any Transfer of Securityholder Securities (other than a Transfer pursuant to (i) Section SECTION 15.7 of the LLC Agreement in connection with the incorporation a public offering of the Company (to facilitate a Public Offering or otherwise)securities, (ii) a Public Sale of the type referred to in clause CLAUSE (i) of the definition thereof or (iii) a Sale of the Company), any Securityholder (other than the GTCR Investors) desiring to make such Transfer (the "TRANSFERRING SECURITYHOLDER") will give written notice (the "SALE NOTICE") to the Company and the holders of the Common Units (collectively, the "SALE NOTICE RECIPIENTS"). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of units of Securityholder Securities to be transferred and the terms and conditions of the proposed transfer. Such Transferring Securityholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this SECTION 2 4 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "AUTHORIZATION DATE").)

Appears in 1 contract

Samples: Securityholders Agreement (Tsi Finance Inc)

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