Investor's Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is sixty (60) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investor's Right. If the Company does not desire to purchase any or all of the Offered Stock, the Investors shall have the right of first refusal to purchase all or none of the Offered Stock; provided, that each such Investor gives written notice of the exercise of such right to the Seller within fifteen (15) days after the date of mailing or other transmission of the Company’s Notice to such Investor (the “Investors’ Refusal Period”), which notice shall indicate the maximum number of shares of Stock that such Series B-1 Stockholder is willing to purchase, including the number of shares of Stock it would purchase if one or more other Series B-1 Stockholders do not elect to purchase their Series B-1 Stockholder’s Share. To the extent the aggregate number of shares such Investors desire to purchase exceeds the Offered Stock available, each such Investor will be entitled to purchase a fraction of the Offered Stock, the numerator of which is the number of shares of Stock (assuming the Conversion of Preferred Stock into Common Stock) held by such Investor and the denominator of which is the number of shares of Stock (assuming the conversion of Preferred Stock into Common Stock) held by all Investors exercising their Right of First Refusal (and if any shares of Offered Stock remain unallocated after application of the foregoing, such shares shall be allocated through successive applications thereof). Upon the expiration of the Investors’ Refusal Period, the number of shares of Stock to be purchased by each Investor who has elected to participate in purchasing the Offered Stock (the “Participating Investors”) shall be determined as follows: (i) first, there shall be allocated to each Investor electing to purchase, a number of shares of Stock equal to the lesser of (A) the number of shares of Stock as to which such Investor accepted as set forth in its respective acceptance notice or (B) such Investor’s Pro Rata Fraction, which shall be equal to the product obtained by multiplying the total number of shares of Stock not purchased by the Company by a fraction, the numerator of which is the total number of shares of Preferred Stock owned by such Investor, and the denominator of which is the total number of shares of Preferred Stock held by all Investors, in each case as of the date of the Seller’s Notice, and (ii) second, the balance, if any, not allocated under clause (i) above, shall be allocated to those Investors who within the Investors’ Refusal Period delivered an acceptance no...
Investor's Right. If for any reason Holdings LLC does not elect to purchase all of the Units pursuant to the Repurchase Option, then each Investor shall be entitled to exercise the Repurchase Option for all or any portion of the Units subject to the Repurchase Option which Holdings LLC has not elected to purchase (the “Available Securities”); provided that no Executive Member (or Executive Member whose partner or other owner who once was an employee or service-provider to Holdings LLC or one of its Subsidiaries) who has ceased to be employed by or a service-provided to Holdings LLC or any of its Subsidiaries as a result of a termination for Cause and no Excluded Holder shall be entitled to exercise the Repurchase Option. As soon as practicable after Holdings LLC has determined that there will be Available Securities, but in any event within five months after the Termination Date, Holdings LLC shall give written notice to the Investors entitled to exercise the Repurchase Option, setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to Holdings LLC within six months after the Termination Date. If the eligible Investors collectively have elected to purchase an aggregate number of Units greater than then the number of Available Securities, then the Available Securities shall be allocated among the electing Investors based upon Pro Rata Share represented by the Units held by such electing Investor relative to the Pro Rata Shares of all Units held by all electing Investors. As soon as practicable, and in any event within ten days after the expiration of the 6-month period set forth above, Holdings LLC shall notify each Holder of Units subject to the Repurchase Option as to the number of Units being purchased from such Holder by the eligible Investors (the “Supplemental Repurchase Notice”). At the time Holdings LLC delivers the Supplemental Repurchase Notice to the Holder(s) of Units subject to the Repurchase Option, Holdings LLC also shall deliver written notice to each Investor electing to purchase such Units setting forth the number of Units such Investor is entitled to purchase, the aggregate purchase price therefor and the time and place of the closing of the transaction. The allocation of Units to be purchased by the Investors shall be allocated among the Executive Member and Transferees that are Holders thereof in the same manne...
Investor's Right. Seller shall deliver written notice to the remaining Investors of Seller's intention to transfer (the "Offer") all, or a portion, of its Securities ("Transferred Securities"). The Offer shall name the proposed transferee, the price per share, the total purchase price for all such Transferred Securities and the other terms and conditions of such purchase. At the Investor's request, Seller shall also provide reasonable proof of the existence of the bona fide offer to purchase its Securities, including a copy of such offer from the proposed third-party transferee. The Investor, or its nominee, shall, for a period of thirty (30) days following the date the Offer is given, have the right (the "Investor's Right") to purchase all, but not less than all, of the Securities proposed to be transferred at the same price and on the same terms and conditions set forth in the Offer. The Investor shall exercise the Investor's Right by delivering written notice to the Seller of its election to purchase all of such Transferred Securities.
Investor's Right. The parties acknowledge that the Investor shall enjoy right preferable to or at least equal right with other shareholders of the Company, including those become shareholders after execution of this Agreement. The Investor covenants that, in case that the Company goes public listed, if the Investor is required to waive certain rights or interest in order to comply with relevant laws, regulations, listing rules or requirements by regulatory authority, the Investor will provide cooperation in a timely manner, including but not limited to execute relevant documents. However, if the listing application by the Company is not approved, the parties shall restore relevant adjusted terms back to the original state. Any termination or adjustment of any provisions of this Agreement shall not affect the right of indemnification or compensation for the breach occurred before such termination.
Investor's Right of First Refusal. For any private capital raising transactions of Variable Priced Securities or equity line structured investments which close after the Capital Raising Deadline and on or prior to the date that is six (6) months after the
Investor's Right. Upon Closing and provided that Investor and others participating in the Offering purchase, in the aggregate, at least $7,500,000 worth of shares of common stock under the terms of the Purchase Agreement, (i) the Board shall promptly increase the number of directors on the Board by at least one director and shall appoint a nominee chosen by Investor to fill one such empty director position, and (ii) at any subsequent election of directors to serve on the Board, the Investor shall have the right to choose one nominee to the Board and the Company shall nominate and recommend the nominee chosen by Investor.
Investor's Right. Each Investor will have the Right of First Refusal to purchase up to all of the Investor Allotment (as defined below) of the remaining Offered Stock. The Investors’ Right of First Refusal may be exercised as follows:
(i) Each Investor must, within the ten (10) business day period (the “Investor Refusal Period”) commencing on the expiration of the Company Refusal Period, give written notice (“Investor’s Exercise Notice”) to the Selling Shareholder and to the Company of the Investor’s election to purchase all of the remaining Offered Stock (the “Investor Allotment”).
(ii) The Investor will not have a right to purchase any of the Offered Stock unless the Investor exercises its Right of First Refusal within the Investor Refusal Period to purchase all of its Investor Allotment of the Offered Stock.
Investor's Right. If the Company does not desire to purchase any or all of the Offered Stock, the Investors shall have the right of first refusal to purchase all or none of the Offered Stock; provided, that each such Investor gives written notice of the exercise of such right to the Seller within fifteen (15) days after the date of mailing or other transmission of the Company’s Notice to such Investor (the “Investors’ Refusal Period”). To the extent the aggregate number of shares such Investors desire to purchase exceeds the Offered Stock available, each such Investor will be entitled to purchase a fraction of the Offered Stock, the numerator of which is the number of shares of Stock (assuming the Conversion of Preferred Stock into Common Stock) held by such Investor and the denominator of which is the number of shares of Stock (assuming the conversion of Preferred Stock into Common Stock) held by all Investors exercising their Right of First Refusal (and if any shares of Offered Stock remain unallocated after application of the foregoing, such shares shall be allocated through successive applications thereof). Within ten (10) days after expiration of the Investors’ Refusal Period, the Seller will give written notice to the Company and each Investor, specifying the number of shares of Offered Stock that were subscribed for by the Investors exercising their Rights of First Refusal (the “Confirmation Notice”).
Investor's Right of First Refusal. Enclosed please find the Waiver for you to sign and return.
