Investors Right of First Offer Sample Clauses

Investors Right of First Offer. Prior to closing any private capital raising transactions of Equity Securities after the date hereof and on or prior to the date that is after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees, prior to negotiating with or reaching an agreement with any other potential investor regarding such capital raising transactions, to negotiate in good faith with the Investor for at least ten (10) Business Days regarding an additional private equity investment into the Company upon mutually agreeable terms.
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Investors Right of First Offer. In the event that anytime during the Limitation Period the Company commences or plans to commence negotiations with an investor other than the Investor regarding a private capital raising transaction of common stock or other equity securities, or any debt or equity securities that are convertible or exchangeable into common stock, the Company agrees to use reasonable commercial efforts to promptly notify the Investor of such negotiations or planned negotiations and to negotiate in good faith with the Investor regarding a potential private capital raising transaction to meet the Company's capital needs. (the "Right of First Offer"). The Investor shall not be deemed to have a right of first refusal on future financings or other transactions of the Company.
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Investors Right of First Offer. 7.4.1 Subject to Clause 7.2 (Promoter Lock -in Period and No Encumbrances), if any Promoter (or an Affiliate Transferee thereof) (a “Selling Promoter”) intends to Transfer any, or a portion, of its Equity Securities to a Third Party Purchaser (the “Promoter ROFO Transferee”), then the Investor, its Affiliates or any Investor Nominee(s) specifically identified by the Investor (as the case may be) (the “Investor Transferee”) shall have a right of first offer with respect to the Equity Securities proposed to be Transferred by the Selling Promoter, on, and subject to, the terms and conditions set out in this Clause 7.4 (the “Investor ROFO”). 7.4.2 The Selling Promoter shall deliver a written notice to the Investor specifying the number of Equity Securities (the “Promoter ROFO Securities”) the Selling Promoter intends to Transfer (the “Promoter ROFO Notice”). Within a period of 30 (thirty) Business Days from the date of receipt of the Promoter ROFO Notice (the “Promoter ROFO Notice Period”), the Investor (or, if applicable, any other Investor Transferee) shall be entitled (but not obligated), by delivery of a written notice to the Selling Promoter (the “Investor ROFO Acceptance Notice”), to exercise the Investor ROFO and offer to acquire all of the Promoter ROFO Securities. The Investor ROFO Acceptance Notice shall specify the price per Promoter ROFO Security offered by the Investor Transferee (the “Investor ROFO Price”), the payment mechanism and all other terms and conditions upon which the Investor Transferee is willing to purchase the Promoter ROFO Securities, including if the Investor intends to designate an Affiliate or an Investor Nominee in accordance with Clause 7.8.2 to purchase the Promoter ROFO Securities (together with the Investor ROFO Price, referred to as the “Investor ROFO Terms”). The Investor ROFO Acceptance Notice shall be deemed to be an irrevocable offer by the Investor Transferee to acquire the Promoter ROFO Securities. 7.4.3 In the event that the Investor Transferee: (a) does not respond to the Promoter ROFO Notice within the Promoter ROFO Notice Period; (b) delivers an Investor ROFO Acceptance Notice within the Promoter ROFO Notice Period, but the Selling Promoter rejects the Investor ROFO Terms; (c) within the Promoter ROFO Notice Period, confirms in writing that it does not intend to exercise the Investor ROFO; or
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Investors Right of First Offer. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is ninety (90) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to, prior to negotiating with other potential financing sources, provide the Investor with written notice that the Company desires to raise a specified amount of capital and specifying the types of investment instruments and investment terms that the Company would consider. The Company agrees to negotiate in good faith with the Investor for at least ten (10) Business Days immediately following the date of such notice to attempt to reach an agreement for a private offering to the Investor on terms that are mutually satisfactory to the Company and the Investor. If the Company and the Investor have failed to reach a mutual agreement during such 10 Business Day period, the Company is free to negotiate with and enter into financing arrangements with other potential financing sources, subject to the requirements of Section 6.6.1
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Investors Right of First Offer. 2.1 If, at any time prior to the termination of this right of first offer pursuant to Section 2.6, the Company should desire to issue in a transaction not registered under the Securities Act in reliance upon a claimed exemption thereunder, any Equity Securities (as hereinafter defined), it shall give each Investor the right to purchase such Investor’s pro rata share (or any part thereof) of all of such privately offered Equity Securities on the same terms as the Company is willing to sell such Equity Securities to any other person. Each Investor’s pro rata share of the Equity Securities shall be equal to that percentage of the outstanding Common Stock then held by such Investor. For purposes of this Section 2.1, the outstanding Common Stock shall include (a) outstanding shares of Common Stock, and (b) shares of Common Stock issued or issuable upon exercise and/or conversion of any then outstanding options (which are fully vested), warrants or shares of the Preferred Stock. 2.2 Prior to any sale or issuance by the Company of any Equity Securities, the Company shall notify each Investor in writing of its intention to sell and issue such securities, setting forth the terms under which it proposes to make such sale. Within twenty (20) days after receipt of such notice, each Investor shall notify the Company in writing whether such Investor desires to exercise the option to purchase such Investor’s pro rata share (or any part thereof) of the Equity Securities so offered. If an Investor elects to purchase such Investor’s pro rata share, then such Investor shall have a right of over-allotment such that if any other Investor fails to purchase such Investor’s pro rata share of the Equity Securities, such Investor(s) who have elected to purchase their pro rata shares may purchase, on a pro rata basis, that portion of the Equity Securities which such other Investors elected not to purchase. 2.3 After termination of the twenty (20) day period specified in Section 2.2 above, the Company may, during a period of ninety (90) days following the end of such twenty (20) day period, sell and issue such Equity Securities as to which (a) the Investors have no right under this Section 2 to purchase, and (b) the Investors do not indicate a desire to purchase, to another person upon the same terms and conditions as those set forth in the notice to the Investors. In the event the Company has not sold the Equity Securities, or has not entered into an agreement to sell the Equity Sec...
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Investors Right of First Offer. 74.1. Subject to Article 72 (Company Shareholder Lock -in Period and No Encumbrances), if any Company Shareholder (or an Affiliate Transferee thereof) (a “Selling Company Shareholder”) intends to Transfer any, or a portion, of its Equity Securities to a Third Party Purchaser (the “Company Shareholder ROFO Transferee”), then the Investor, its Affiliates or any Investor Nominee(s) specifically identified by the Investor (as the case may be) (the “Investor Transferee”) shall have a right of first offer with respect to the Equity Securities proposed to be Transferred by the Selling Company Shareholder, on, and subject to, the terms and conditions set out in this Article 74 (the “Investor ROFO”).
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Investors Right of First Offer 
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Related to Investors Right of First Offer

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of First Offer Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

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