Grant and Exercise of Right of First Refusal Sample Clauses

Grant and Exercise of Right of First Refusal. Except for any transfer of shares by the Actual Controllers to the employees of the Group Companies as employee incentive, if a Founding Shareholder intends to transfer, whether directly or indirectly, to a third party, other than the Investor, the registered capital he holds in the Target Company (the “Proposed Transfer”), the Investor has the right of first refusal to purchase the transferred registered capital on the same terms and conditions as offered to such third party.
Sample 1
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Grant and Exercise of Right of First Refusal. 2.1 The Parties agree that Party A shall have the exclusive option to, in compliance with the requirements of applicable laws of China and the provisions hereof (including but not limited to when Party B and/or Party C are/is no longer a director(s) or employee(s) of Party D, or intend(s) to transfer equities to any person who is not a existing shareholder), purchase at any time all or part of Party B’s and/or Party C’s equities or all or part of the assets owned by Party D corresponding to such equities; such option may be exercised by Party A or an eligible entity designated by Party A. Such grant is irrevocable during the term hereof.
Sample 1

Related to Grant and Exercise of Right of First Refusal

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

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