Investor Right of First Offer Sample Clauses

Investor Right of First Offer. If the Company elects not to exercise its right to purchase all of the Offered Shares within the Company Election Period or elects to purchase less than all of the Offered Shares, the Company shall give each Investor notice of such election and deliver to each Investor other than the Selling Investor (each, a “Non-Selling Investor”) and each Management Stockholder a copy of the Transfer Notice within two (2) Business Days after the expiration of the Company Election Period, then, within twelve (12) Business Days of the date the Company Election Period terminates (the “Investor Election Period”), each Non-Selling Investor shall have the right to elect (which election shall be irrevocable) to purchase up to that portion (pro rata based upon the relative number of Shares owned by such Non-Selling Investor to the Shares owned by all other Non-Selling Investors at such time) of the remaining Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice by delivery of a written notice to the Company (the “Investor Election Notice”). The Investor Election Notice will be binding on and enforceable against each Non-Selling Investor with respect to the purchase and sale of all of such Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice.
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Investor Right of First Offer. For so long as the Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of Class A Shares that, in aggregate, is equal to at least (i) eighty percent (80%) of the Investor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), and (ii) the Minimum Ownership Percentage, if at any time:
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Investor Right of First Offer. (a) So long as the Investor and its Affiliates beneficially own at least 5% of the issued and outstanding Common Stock (treating all securities beneficially owned by the Investor and its Affiliates that are convertible into or exchangeable or exercisable for Common Stock as converted, exchanged or exercised), if, at any time, the Company or any Subsidiary proposes to issue New Securities to any Third Party, other than in connection with an Acquisition Transaction or in a transaction of the type referred to in Rule 145 under the Securities Act, the Company shall first deliver a written notice (an “Investor Offer Notice”) thereof to the Investor, which notice shall set forth all of the material terms and conditions on which the Company offers to issue such New Securities to the Investor (the “Investor Offer”), including, without limitation, the number of New Securities to be issued (the “Investor Offered Shares”) and the purchase price per New Security, which shall be stated as the VWAP (plus or minus any absolute or percentage premium or discount to the VWAP) and payable solely in cash or Cash Equivalents (the “Investor Offer Price”). If the Investor Offer Price includes any Cash Equivalents, the value of such Cash Equivalents shall be determined by reference to the closing price thereof on the market with the largest trading volume in such securities on the Price Determination Date.
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Investor Right of First Offer. From the date of the Closing until the earlier of: (a) the eighth (8th) anniversary of the Closing and (b) the date upon which the Investor (together with any Affiliates and Permitted Transferees) ceases to beneficially own a number of Class A Shares that, in aggregate, is equal to at least (i) eighty percent (80%) of the Investor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), and (ii) the Minimum Ownership Percentage, if at any time (x) the Board desires to authorize the Company to initiate or pursue a proposal which could reasonably be expected to lead to a Company Change of Control Transaction, (y) the Board desires to recommend that the Shareholders approve a proposal which could reasonably be expected to lead to a Company Change of Control Transaction, or (z) the Company otherwise seeks to effect a Company Change of Control Transaction, the Company shall provide the Investor with a written notice of the proposal and a summary of the material terms and conditions of the proposal (which must include the proposed number and type of Securities to be transferred, the proposed purchase price per Security and, if the Company desires to propose any such provisions for inclusion in definitive documentation for the proposed transaction, a customary “go shop” provision for up to thirty (30) days and any other customary protections (including termination rights) that the Board has determined (after consultation with outside legal counsel) are required or advisable so that the Board would not violate its fiduciary duties under applicable Law in connection with the proposed transaction) (the “Proposal Notice”). The Investor shall have a right, exercisable by written notice to the Company (the “Exercise Notice”) within thirty (30) calendar days of receiving the Proposal Notice (the “Exercise Period”), to offer to consummate the Company Change of Control Transaction at a stated price per share that is at least equal to that stated in the Proposal Notice and on substantially the same material terms and conditions set forth in the Proposal Notice. If the Investor delivers the Exercise Notice within the Exercise Period, such Exercise Notice shall be irrevocable and binding, and each of the Investor and the Company shall use its reasonable best efforts to agree in good faith and enter into definitive documentation reflecting the terms above providing for such Company Change...
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Investor Right of First Offer. If the Company elects not to exercise its right to purchase all of the Offered Shares within the Company Election Period or elects to purchase less than all of the Offered Shares, the Company shall give each Investor notice of such election and deliver to each Investor other than the Selling Investor (each, a "NON-SELLING INVESTOR") and each Management Stockholder a copy of the Transfer Notice within two (2) Business Days of the expiration of the Company Election Period, then, within twelve (12) Business Days of the date the Company Election Period terminates (the "INVESTOR ELECTION PERIOD"), each Non-Selling Investor shall have the right to elect (which election shall be irrevocable) to purchase up to that portion (pro rata based upon the relative number of Shares owned by such Non-Selling Investor to the Shares owned by all other Non-Selling Investors at such time) of the remaining Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice by delivery of a written notice to the Company (the "INVESTOR ELECTION NOTICE"). The Investor Election Notice will be binding on and enforceable against each Non-Selling Investor as concerns the purchase and sale of all of such Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice.
Sample 1
Investor Right of First Offer. In the event that the Company does not exercise the Company Option as to all the shares to be sold or transferred in accordance with Section 4 hereof, the Company shall not later than thirty (30) days from the date of receipt of the Notice hereof give written notice to the Investors of the Company's non-exercise (or partial exercise) of the Company Option, which notice shall enclose the Notice and the details of the Company's partial exercises (if any), and shall specify the procedures by which each Investor may exercise the option to purchase not more than its Pro Rata Share (as defined in Section 4(g) below) of the remaining shares of Stock (the "Investor Option"). For thirty (30) calendar days
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Investor Right of First Offer. (a) Any Investor (“Selling Investor”) who proposes to offer or sell any shares of Preferred Stock (the “Investor Securities”) shall first make an offer to sell such Investor Securities to each Investor who is not a Selling Investor (a “Non-selling Investor”) by delivering a written notice, in accordance with the provisions of Section 6.5 hereof to each of the Non-selling Investors stating (i) its bona fide intention to offer such Investor Securities, (ii) the number of such Investor Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Investor Securities (the “Investor Notice”). Notwithstanding the foregoing, to the extent that the Investor Securities proposed to be sold by a Selling Investor are comprised of shares of Series A Preferred Stock then only those Non-selling Investors’ that are holders of Series A Preferred Stock shall be deemed Non-Selling Investors entitled to the right of first offer provided in this Section 4.2 with respect to any such Investor Securities and such right shall be limited solely to the shares of Series A Preferred Stock owned thereby. For purposes of clarity, in no event shall holders of Series B Preferred Stock be entitled to any right of first offer under this Section 4.2, by virtue of their ownership thereof, to the extent that Investor Securities proposed to be sold by a Selling Investor are comprised of shares of Series A Preferred Stock.
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Investor Right of First Offer 
Sample 1

Related to Investor Right of First Offer

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • 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.

  • 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.

  • Right of First Offer to Purchase If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Financing Right of First Refusal (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

  • 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.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

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