General Right of First Refusal Sample Clauses

General Right of First Refusal. The right of first refusal set forth in this Section 9.3 (the “General Right of First Refusal”) shall apply to all Class B Membership Units and to Class A Membership Units to the extent provided for by Section 9.2. (a) In the event that a Disposing Member receives and desires to accept a verifiable bona fide arm’s-length offer (a “Transfer Offer”) from a party (the “Purchaser”) to purchase all or any portion of the Membership Units owned by the Disposing Member, then such Disposing Member shall comply with the provisions set forth below in this Section 9.3 prior to Disposing of any such Membership Units. (b) Prior to making a Disposition in accordance with this Section 9.3, the Disposing Member shall provide written notice (an “Offer Notice”) thereof to the Company and each other Member (a “Non-Disposing Member”), which Offer Notice shall specify the Membership Units that the Disposing Member desires to Dispose of, the identification and business address of the Purchaser, and the price and other terms and conditions of such Transfer Offer, and the Disposing Member shall include with such Offer Notice a copy of the Transfer Offer. (c) At any time within the fifteen- (15-) day period immediately following the receipt of the Offer Notice (the “Company Option Period”), the Company may elect to purchase all or any portion of the Membership Units on the price, terms and conditions set forth in the Offer Notice. (d) The Company’s election to so purchase such Membership Units shall be made, if at all, by delivering to the Disposing Member and each Non-Disposing Member a notice of such election (a “Notice of Acceptance”) within the Company Option Period. (e) The determination of whether the Company shall exercise its right to purchase any or all of the Membership Units proposed to be sold by the Disposing Member pursuant to this Section 9.3 shall be made by the Management Member. (f) Should the Company fail to exercise its rights under Section 9.3(d) and (e) hereof, or exercise its rights for less than all of the available Membership Units, then each of the Non-Disposing Members shall have the right, at any time within the 15-day period immediately following the earlier of (A) written notice by the Company delivered to the Disposing Member and each Non-Disposing Member that the Company does not intend to exercise its rights for all or part of the available Membership Units, or (B) the lapse of such Company Option Period (the “Member Option Period”), to purchase all...
Sample 1
AutoNDA by SimpleDocs
General Right of First Refusal. No Permitted Transfer shall occur with respect to any Class of Common Stock (other than Class B Common Stock) unless, at least ninety (90) days prior to making any such Permitted Transfer, the transferring Stockholder delivers a written notice (the “TRANSFER NOTICE”) to each Principal Stockholder that discloses in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed Permitted Transfer; provided, in the event of a Stockholder’s death, no Permitted Transfer (including, without limitation, any Transfer of any Class of Common Stock (other than Class B Common Stock) to an executor, trustee or other fiduciary or successor in interest to the deceased Stockholder) shall occur with respect to such Common Stock held (directly or indirectly) by such Stockholder immediately prior to his death until (i) a legal representative of such deceased Stockholder’s estate (or another duly authorized fiduciary or successor in interest to such deceased Stockholder) delivers to the surviving Principal Stockholders documentation identifying his authority to act as a fiduciary or other successor in interest with respect to the deceased Stockholder’s Common Stock (and delivery of such documentation shall constitute a “Transfer Notice” under this Section 4(c)); and (ii) at least ninety (90) days have elapsed after delivery to the surviving Principal Stockholders of such Transfer Notice. No Stockholder shall consummate any such Permitted Transfer until thirty (30) days (ninety (90) days in the case of a Permitted Transfer upon the death of a Stockholder) after the Transfer Notice has been delivered to each Principal Stockholder then living (the expiration of such 30 or 90-day period being the “GENERAL AUTHORIZATION DATE”). Any time prior to the General Authorization Date, each Principal Stockholder then living may elect to purchase all or a portion of such Principal Stockholder’s pro rata share of Common Stock (other than Class B Common Stock) proposed to be transferred (the “GENERAL RIGHT OF FIRST REFUSAL”) at a price equal to the greater of (i) the price set forth in the Transfer Notice; or (ii) Fair Market Value of such Common Stock proposed to be transferred; provided, in the case of a proposed Transfer by or on behalf of a Principal Stockholder (or a Transfer that would occur as a result of a Principal Stockholder’s death; such Principal Stockholder who has proposed such Transfer or died, being referred to as the “Transferor ...
Sample 1
General Right of First Refusal. (a) Subject to the terms of this Agreement, any Partner may Transfer, in one or more transactions, up to an aggregate of 25% of the total Common Partnership Interests owned by
Sample 1
General Right of First Refusal 
Sample 1Sample 2Sample 3See All (8)

Related to General Right of First Refusal

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • 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.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!