Investor Right of First Refusal. (a) In the event that the Company does not elect to purchase all of the Selling Stockholder Shares available pursuant to its rights under Section 6.2 within the period set forth therein, the Selling Stockholder shall promptly give written notice (the “Second Notice”) to each of the Investors, which shall set forth the number of shares of Selling Stockholder Shares not purchased by the Company and which shall include the terms of Notice set forth in Section 5.1. Each Investor shall then have the right, exercisable upon written notice to the Selling Stockholder (the “Investor Notice”) within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Selling Stockholder Shares subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 6.3(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Investor Notice, and at such time the Selling Stockholder shall deliver to the Participating Investors the certificate(s) representing the Selling Stockholder Shares to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer.
Investor Right of First Refusal. If the Company does not elect to purchase all of the Offered Shares pursuant to Section 2.2(b), then for a period of fifteen (15) business days (the “Investor Option Period”) after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors shall have the right (the “Investor Right of First Refusal” and, together with the “Company Right of First Refusal”, the “Rights of First Refusal”) to accept the offer to purchase any or all of the remaining Offered Shares at a purchase price equal to the Offer Price and upon the terms and conditions specified in the Offer Notice. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof), subject to increase as hereinafter provided. The number of shares that each such Investor is entitled to purchase under this Section 2.2 shall be referred to as a “ROFR Fraction.” In the event any such Investor does not wish to purchase its ROFR Fraction, then all the other Investors who so elect shall have the right to accept the offer to purchase, on a pro rata basis with all other Investors who so elect (as hereinafter provided), any ROFR Fraction not purchased by such Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any reje...
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.
Investor Right of First Refusal. (a) Each Investor shall have the right, exercisable upon written notice to the Selling Stockholder (the “Investor Notice”) within ten days after the receipt of the Notice, to purchase its pro rata share of the Selling Stockholder Shares subject to the Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 2.2(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than ten business days after delivery of the Investor Notice, and at such time the Selling Stockholder shall deliver to the Participating Investors the certificate(s) representing the Selling Stockholder Shares to be purchased by the Participating Investors, each certificate to be properly endorsed for Transfer.
Investor Right of First Refusal. (a) In the event that the Company does not elect to purchase all of the Founder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Founder shall promptly give written notice (the "Second Notice") to each of the Investors, which shall set forth the number of shares of Founder 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 Founder (the "Investor Notice") within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Founder 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 Founder Stock, including payment of the purchase price, not more than five (5) days after delivery of the Investor Notice, and at such time the Founder shall deliver to the Participating Investors the certificate(s) representing the Founder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer.
Investor Right of First Refusal. (a) Each Investor shall have the right, exercisable upon written notice to the Transferring Key Holder (the “Purchase Notice”), which right must be exercised within fifteen (15) days after the receipt of the Investor Notice, to purchase up to its pro rata share of the Remaining Transfer Shares subject to the Investor Notice and on the same terms and conditions as set forth in the Notice. Except as set forth in Section 2.3(c) hereof, the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Remaining Transfer Shares being purchased by such Participating Investors, including payment of the purchase price, not more than five (5) days after expiration of the fifteen (15) day period set forth in this Section 2.3(a), and at such time the Transferring Key Holder shall deliver to the Participating Key Holders the certificate(s) representing the Remaining Transfer Shares to be purchased by the Participating Key Holders, each certificate to be properly endorsed for transfer.
Investor Right of First Refusal. The Company hereby grants to each Investor the right of first refusal to purchase, pro-rata, all (or any part) of (x) New Securities (as defined in Section 7.9(a) below) that the Company may, from time to time, propose to sell and issue and (y) Employee Stock (as defined in Section 7.9(d) below) that the Company is entitled to, but shall not, repurchase from an employee. The Investor's pro rata share shall be the ratio of the number of Preferred Shares and shares of Common Stock then held by the Investor as of the date of the Rights Notice (as defined in Section 7.9(b)) or the Repurchase Notice (as defined in Section 7.9(e)), as the case may be, to the sum of the total number of Preferred Shares and shares of Common Stock then held by all Investors (including for this purpose permitted transferees of the Investor pursuant to Section 7.9(f) hereof) as of such date; PROVIDED that for purposes of this Section 7.9, the shares of Common Stock held by the Founders that were not purchased under the Prior Agreement shall not be included in the calculation of each Investor's pro rata share. This right of first refusal shall be subject to the following provisions:
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) So long as the Investor owns the Minimum Investment, during the Restricted Period, the Company or any Company Subsidiary at any time intends to effect a Station Transfer to any Person other than a wholly owned Company Subsidiary (a “Station Third Party”), the Company shall give written notice to the Investor at least 30 days prior to the effectiveness of such Station Transfer (a “Station Offer Notice”), stating the Company’s intention to make such a Station Transfer, the name of the proposed Station Third Party, the assets or securities proposed to be transferred, the consideration to be paid for such assets or securities (the “Station Offer Price”) and in reasonable detail all other material terms and conditions upon which such Station Transfer is proposed. Notwithstanding the foregoing, the Investor shall not be entitled to a right of first refusal with respect to the assets or securities of any Company Station that is not located in one of the fifty largest DMAs.
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.
