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").
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 stockholder of a Participating Company, 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”).
Grant of Right of First Refusal. If at any time during the five years following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.
Grant of Right of First Refusal. (a) The Company hereby grants to each Purchaser the right of first refusal to purchase, at the same per share price and on the same terms and conditions, such Purchaser's pro rata share of New Securities as the Company may, from time to time, sell or issue after the date of this Agreement; provided however, that this right of first refusal shall not provide the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicable.
(b) For purposes of this Agreement, each Purchaser's "pro rata share" is the ratio of the number of Shares of Common Stock that such Purchaser has the right to acquire pursuant to the Preference Warrants held by it immediately prior to the issuance of New Securities, to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of all outstanding Shares convertible into or exchangeable for Common Stock and exercise of all outstanding rights, options and warrants for Common Stock. Any shares of Common Stock acquired by any Purchaser (including pursuant to the Preference Warrants) and any other rights to acquire shares of Common Stock acquired by any Purchaser (other than the Preference Warrants) shall not be included in the "pro rata share" that such Purchaser may be entitled to purchase.
(c) This right of first refusal shall be subject to the remaining provisions of this Agreement.
(d) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant held by such Person (or which such Person is entitled to hold pursuant to a right of conversion or exchange on any security) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed an issuance or sale or a proposed issuance or sale of New Securities, nor shall such adjustment give rise to any rights of first refusal under this Agreement.
Grant of Right of First Refusal. Except as provided in Section 10.7, in the event the Participant, the Participant’s legal representative, or other holder of Units acquired upon settlement of the Award proposes to sell, exchange, transfer, pledge, or otherwise dispose of any such units (the “Transfer Units”) to any person or entity, including, without limitation, any securities holder of a Participating Company, the Company shall have the right to repurchase the Transfer Units under the terms and subject to the conditions set forth in this Section (the “Right of First Refusal”).
Grant of Right of First Refusal. Subject to compliance with all applicable federal and state securities laws, the Company grants to the Holders the right of first refusal to purchase, pro rata, all or any part of New Securities (as defined in this Section 2) which the Company may, from time to time after the date of this Agreement, propose to sell and issue. A pro rata share, for purposes of this right of first refusal, is the ratio that the sum of the number of shares of Conversion Stock then held by a Holder bears to the total outstanding Common Stock of the Company (assuming conversion of all convertible securities and the exercise of all outstanding options and warrants).
Grant of Right of First Refusal. The Company is hereby granted a right of first refusal exercisable in connection with any Member’s proposed Transfer of such Member’s Units to any Person or entity.
Grant of Right of First Refusal. Owner grants to Holder the Right. ------------------------------- The Right is governed by the terms of this Agreement and will be in effect during the Right Duration.
Grant of Right of First Refusal. Subject to the Drag-Along Right as set forth in Articles 58 through 60 below, each of the Shareholders is hereby granted a right of first refusal (the “Right of First Refusal”), exercisable in connection with any proposed Transfer of the Company Securities held by any other Shareholder, provided that the Shareholder exercising such Right of First Refusal must undertake to the Company and the other Shareholders that it purchases such Company Securities entirely for its own account, and not as a nominee holder for any third party. These Articles 42 through 51 shall not apply to any of the permitted Transfers under Article 42.
Grant of Right of First Refusal. Subject to the Drag-Along Right as set forth in Section 6, each of the Shareholders is hereby granted a right of first refusal (the “Right of First Refusal”), exercisable in connection with any proposed Transfer of the Company Securities held by any other Shareholder, provided that the Shareholder exercising
