Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of which shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Transfer Notice.
Holders’ Right of First Refusal. (a) At any time prior to a Qualified Public Offering, before the Transferor of Securities may effect any Transfer of all or a portion of the Preferred Stock held by such Transferor (the “Offered Preferred”), the Transferor shall deliver to the Company and to the Holders a Transferor’s Notice stating (i) the Transferor’s bona fide intention to Transfer such Offered Preferred; (ii) the name and address of each proposed Transferee; and (iii) the bona fide cash price or other consideration for which the Transferor proposes to Transfer such Offered Preferred (the “Preferred Price”); and the Transferor shall offer the Offered Preferred at the Preferred Price first to the non-selling Holders and then to the Company.
Holders’ Right of First Refusal. Prior to Senior Lender exercising any right to accelerate the indebtedness owed to it by Maker, Holder shall have the right to pay in full all outstanding principal and interest any other amounts owing by Maker and Company to Senior Lender (the “Right of First Refusal”). If Holder exercises the Right of First Refusal, then Maker hereby acknowledges and agrees that it shall tender to Holder, for no additional consideration, all of the issued and outstanding capital stock of Company. Maker agrees to cause Senior Lender to agree to the foregoing, and shall provide a copy of such agreement to Holder.
Holders’ Right of First Refusal. 1.1 In the event the Founder desires to accept a bona fide third party offer for any or all of Founder Shares (the shares subject to such offer to be hereinafter called, solely for the purposes of this Section 1 the "Target Shares"), the Founder shall promptly deliver to the Holders and the Company written notice (the "Disposition Notice") stating: (i) the Founder's bona fide intention to sell or otherwise transfer the Target Shares; (ii) the name of each proposed purchaser or other transferee (each a "Proposed Transferee"); (iii) the number of Target Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Founder proposes to transfer the Target Shares (the "Offered Price"), and the Founder shall offer the Target Shares at the Offered Price to the Company or its assignee(s).
Holders’ Right of First Refusal. 13 Section 6.1.
Holders’ Right of First Refusal. (i) Each Holder shall have the right of first refusal, exercisable upon giving written notice to the Selling Shareholders (the “Purchase and Co-Sale Notice”) within 30 days after its receipt of the Transfer Notice, to purchase up to its pro rata share of the Offered Shares plus up to its pro rata share of any balance of the Offered Shares not purchased by any other Holders who elected not to exercise the right of first refusal (the “Remaining Shares”) on the same terms and conditions as set forth in the Transfer Notice, subject to Section 4.2(b)(iii). The Purchase and Co-Sale Notice shall state (i) whether the Holder desires to purchase the maximum amount of the Offered Shares available including his, her or its pro rata share of the Remaining Shares, and (ii) whether the Holder elects not to purchase any of the Offered Shares but wishes to sell a portion of the securities held by such Holder pursuant
Holders’ Right of First Refusal. (i) The Expedia Shareholder shall have an option for a period of ten (10) days from the Delivery of the Additional Transfer Notice from the Selling Shareholder set forth in Section 2.1(c) to elect to purchase any or all of the Initial Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. The Expedia Shareholder may exercise such purchase option and purchase all or any portion of the Initial Remaining Shares by notifying the Selling Shareholder and the Company in writing, before expiration of the ten (10) day period as to the number of such Equity Securities that it wishes to purchase.
Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of ten (10) days from the Delivery of the Transfer Notice as described in Section 2.1(a) to elect to purchase all or any portion of its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Offered Shares (a “Participating Holder”), by notifying the Selling Holder and the Company in writing, before expiration of the ten (10) day period as to the number of such shares that he, she or it wishes to purchase (the “Participating
Holders’ Right of First Refusal. Until the first anniversary of the Closing Date, the Holders shall have a right of first refusal (i) to match the terms upon which any third party proposes to purchase from the Company any equity securities of the Company having an aggregate purchase price of at least $1,000,000, on an all or none basis, and (ii) to match the terms on which the Company proposes an offering of its Common Stock. If the Company desires to engage in a transaction described in (i) or (ii) above, the Company must first give written notice to the Holders (the “Financing Notice”) which shall include (i) the number and terms of the shares of equity securities proposed to be offered (the “Offered Equity Securities”), (ii) the proposed purchase price thereof (the “Equity Purchase Price”), including the type of consideration and (iii) all other material terms and conditions of such offer.
Holders’ Right of First Refusal
