Investor Right of First Refusal Sample Clauses

Investor Right of First Refusal. (a) If (i) the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Investor shall have the right to purchase Remainder Shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If ...

Investor Right of First Refusal. (1) In the event that the Company does not elect to purchase all of the shares of Investor Stock available pursuant to its rights under Section 2.1(b)(ii) within the period set forth therein, the Selling Investor shall promptly give written notice (the "Second Notice") to the Company and each of the other Investors, which shall set forth the number of shares of Investor Stock not purchased by the Company and which shall include the terms of Investor Transfer Notice set forth in Section 2.1(b)(i). Each other Investor shall then have the right, exercisable upon written notice to the Selling Investor (the "Purchase Notice") within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Investor Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Investors who so exercise their rights (the "Participating Investors") shall effect the purchase of the shares of Investor Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Purchase Notice, and at such time the Selling Investor shall deliver to the Participating Investors the certificate(s) representing the shares of Investor Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (2) Each Investor's pro rata share shall be equal to the product obtained by multiplying (A) the aggregate number of shares of Investor Stock covered by the Second Notice and (B) a fraction, the numerator of which is the number of shares of Investor Stock owned by the Participating Investor at the time of the Transfer and the denominator of which is the total number of shares of Investor Stock owned by all of the Investors at the time of the Transfer. (3) In the event that not all of the Investors elect to purchase their pro rata share of the Investor Stock available pursuant to their rights under Section 2.1(b)(iii)(1) within the time period set forth therein, then the Selling Investor shall promptly give written notice to each of the Participating Investors, which shall set forth the number of shares of Investor Stock not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. The Participating Investors shall have five (5) days after receipt of such notice to notify the Selling Investor of their election to purchase its pro rata share of the unsubscribed shares on the same terms and conditi...

Investor Right of First Refusal. In the event that the Company does not elect to purchase all of the Controlled Shares available pursuant to its rights under Section 2.4 within the 20-day period set forth therein, the applicable Principal Stockholder shall promptly give written notice (the “Second Notice”) to Investor, which shall set forth the number of Controlled Shares not purchased by the Company and which shall offer to sell such shares to Investor on the same terms and conditions described in the Notice previously furnished under Section 2.3. Investor shall then have the right, exercisable upon written notice to such Principal Stockholder (the “Investor Notice”) within 15 days after the receipt of the Second Notice, to purchase, on such terms and conditions the Controlled Shares subject to the Second Notice. Investor shall effect the purchase of the Controlled Shares, including payment of the purchase price, not more then 10 days after delivery of the Investor Notice, and at such time such Principal Stockholder shall deliver to Investor the certificate(s) representing the Controlled Shares to be purchased by Investor, each certificate to be properly endorsed for transfer.

Investor Right of First Refusal. (a) Prior to any sale, transfer, pledge or other disposition (collectively, a "Transfer") of any Shares owned by any Shareholder, such Shareholder shall offer to the Investor the right, for a period of twenty-five (25) business days from the date the Investor receives the written notice described in subsection (b), below, the 25th such day being the "Effective Date," to purchase all of such Shares for cash at an amount equal to the price or other consideration for which such Shares are to be Transferred. Notwithstanding the foregoing, a Shareholder may Transfer Shares: (i) pursuant to a transfer or disposition by will or the laws of descent and distribution due to the death of such Shareholder; (ii) pursuant to a sale between Shareholders of less than a "controlling interest" (as defined below); or (iii) pursuant to a sale representing less than a controlling interest in the Company; provided, in each case, that the transferee under such provision agrees in writing with the Company and the Investor to be bound by and subject to the terms of this Agreement (such transferees being collectively referred to as the "Permitted 30 Transferees"). For purposes of this Agreement, a sale of Shares shall represent a "controlling interest" in the Company if the Shares subject to such Transfer, when taken together with all other Shares directly or beneficially owned by the transferee of such Transfer, represents 30% or more of the combined voting power or ownership of the outstanding capital stock of the Company, considered on an as-converted basis where applicable. (b) With respect to each Transfer of Shares, the Shareholder proposing such Transfer (the "Transferring Shareholder") shall provide written notice to the Investor. Such written notice shall describe: (i) the Shares proposed to be Transferred; (ii) whether the proposed transferee constitutes a Permitted Transferee; and (iii) the number, price, payment, closing and other relevant terms of the proposed Transfer. The Investor may indicate its interest in purchasing all or any, lesser number of the Shares offered by the Transferring Shareholder to a transferee that is not a Permitted Transferee by providing written notice thereof to the Transferring Shareholder prior to the expiration of the twenty-five (25) day period. In such event, the Transferring Shareholder shall promptly Transfer to the Investor, upon the terms specified in the notice from the Transferring Shareholder to the Investor, the number of Shares ...

Investor Right of First Refusal i. In the event Aloris requires additional equity financing for the development and/or production of the Picture, Aloris covenants and agrees with Investor that Xxxxxx will not, during the term of this Agreement, accept any additional equity financing for the Picture from any third party, unless Xxxxxx will first notify Investor in writing of Xxxxxx’ desire to accept additional equity financing. In such an instance, Xxxxxx and Investor agree to negotiate in good faith for a period of fifteen (15) Business Days the terms and conditions of any additional financing from Investor (the “Right of First Refusal”). ii. In the event that Investor refuses to contribute additional equity financing, Xxxxxx may seek additional equity financing from one or more third-parties without triggering the Right of First Refusal described in subsection (i) above. iii. The Right of First Refusal is not a continuing right of Investor, and will not be exercisable by Investor so long as Investor declined to exercise or refused such right in the past.

Investor Right of First Refusal. If Shareholder(s) (not including the Investor) (the “Selling Shareholder”), individually or collectively in a transaction or series of transactions, propose, wish or receive an offer to sell, pledge or otherwise transfer to a third party enough Equity Securities (the “Offered Securities”) to trigger a Change of Control, the Selling Shareholder shall deliver to the Investor written notice of its intention to sell, pledge or otherwise transfer such Offered Securities (the “Notice”) together with a copy of a signed by the proposed transferee, if applicable. The Notice shall state the name and address of the proposed transferee (if applicable), the number of Offered Securities to be sold, pledged or otherwise transferred, the price per Offered Security, and the other material terms of such proposed transaction. For sixty (60) days following its receipt of the Notice (the “Exercise Period”), the Investor shall have the option, through itself or an Affiliate, to purchase all (but not less than all) of the Offered Securities proposed to be sold, pledged or otherwise transferred by the Selling Shareholder at the price and terms stated in the Notice. The Investor may exercise such option by delivery of written notice thereof (the “Exercise Notice”) to the Corporation and/or the Shareholder(s) set forth in the Notice within the Exercise Period.

Investor Right of First Refusal. (a) In the event that the Company does not elect to purchase all of the Common Holder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Selling Common Holder shall promptly give written notice (the “Second Notice”) to each of the Investors, which shall set forth the number of shares of Common Holder Stock not purchased by the Company and which shall include the terms of Notice set forth in Section 2.1. Each Investor shall then have the right, exercisable upon written notice to the Selling Common Holder (the “Investor Notice”) within fifteen (15) days after the receipt of the Second Notice, to purchase its pro rata share of the Common Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 2.3(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the

Investor Right of First Refusal. (a) Each Investor shall have the right, exercisable upon written notice to the Founder (the "Investor Notice") within twenty (20) days after the receipt of the Notice of Transfer, to purchase its pro rata share of the Founder Stock subject to the Notice of Transfer and on the same terms and conditions as set forth therein. The Investors who so exercise their rights (the "Participating Investors") shall effect the purchase of the Founder Stock, including payment of the purchase price, not more then ten (10) days after delivery of the Investor Notice (the "Right of First Refusal Period"), and at such time the Founder shall deliver to the Investors the certificate(s) representing the Founder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Participating Investor's pro rata share shall be equal to the product obtained by multiplying (x) the aggregate number of shares of Founder Stock covered by the Notice of Transfer and (y) a fraction, the numerator of which is the number of Common Shares owned by the Participating Investor at the time of the Transfer and the denominator of which is the total number of Common Shares owned by all of the Participating Investors at the time of the Transfer. (c) Notwithstanding any other provision of this Agreement, the selling Founder shall be under no obligation to sell shares as described in this Section 2.2 unless the aggregate number of shares of Founder Stock purchased by the Participating Investors as a result of the exercise of rights pursuant to this Section 2.2 shall constitute all of the Founder Stock described in the Notice of Transfer issued by the selling Founder pursuant to Section 2.1.

Investor Right of First Refusal. The Company hereby grants to each Holder that is at the applicable time an “accredited investor” within the meaning of Rule 501 promulgated by the Commission (each individually, a “Rightholder,” and collectively, the “Rightholders”) (assuming at the applicable time that offers and sales of New Securities are being made only to “accredited investors”) the right of first refusal to purchase its pro rata share of New Securities (as defined in Section 4.2) that the Company may from time to time propose to sell and issue after the date of this Agreement. For the issuance of New Securities, such Rightholder’s pro rata share is the ratio of the number of shares of capital stock of the Company owned by the Rightholder (assuming conversion or exchange into Common Stock of all Convertible Securities) immediately prior to the issuance of the New Securities to the total number of shares of capital stock of the Company then outstanding (assuming conversion or exchange into Common Stock of all Convertible Securities).

Investor Right of First Refusal. Except with respect to Exempt ROFR Transfers (as defined in Section 5.1(g) below), before shares of Common Stock held by a Principal Stockholder or Permitted Transferee of a Principal Stockholder, who proposes to Transfer shares of Common Stock in any manner to a Third Party (a "PRINCIPAL SELLING PARTY") may be Transferred, the Principal Selling Party must afford the Investors the concurrent right to purchase such shares of Common Stock on the terms and conditions set forth in this Section 5.1 (the "RIGHT OF FIRST REFUSAL"). If more than one Investor elects to exercise the Right of First Refusal, all Investors participating shall purchase all or any portion of the shares of Common Stock on a pro rata basis based upon the number of shares of Common Stock held and issuable upon conversion of the Preferred Stock. In the event that the Investors do not elect to purchase all of the shares of Common Stock of the Principal Selling Party (such shortfall, a "STOCKHOLDER SHORTFALL"), the Principal Stockholders shall have a Right of First Refusal to purchase all or any portion of the Stockholder Shortfall on a pro rata basis among the Principal Stockholders electing to purchase all or any portion of the Stockholder Shortfall. In the event that the Principal Stockholders do not elect to purchase all of the Stockholder Shortfall (such shortfall, an "INVESTOR SHORTFALL"), the Company shall have the right to purchase all or any portion of the Investor Shortfall.