Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. To the extent that the Company and the Offeree Holders have not exercised their rights to purchase all of the Offered Shares within the time periods specified in Section 3.1, the Transferring Holder shall have a period of thirty (30) days from the expiration date of such rights in which to sell the Offered Shares not purchased by the Company or the Offeree Holders, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire such shares subject to the rights of first refusal and co-sale rights under this Agreement. In the event the Transferring Holder does not consummate the sale or disposition of such shares within the thirty (30) day period following the expiration of these rights, the Company's first refusal rights and the Offeree Holders' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferring Holder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Offeree Holders under this Section 3 to purchase Registrable Securities from the Transferring Holder or participate in sales of Registrable Securities by the Transferring Holder shall not adversely affect their rights to make subsequent purchases from the Transferring Holder of Registrable Securities or subsequently participate in sales of Registrable Securities by the Transferring Holder.

Appears in 1 contract

Samples: Driveway Corp

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Non-Exercise of Rights. To the extent that the Company and the Offeree Holders have APS has not exercised their its rights to purchase all participate in the sale of the Offered Shares within the time periods specified in Section 3.13.2, the Transferring Holder Selling Preferred Holders shall have a period of thirty (30) business days from the expiration date of such rights in which to sell the Offered Shares not purchased by the Company or the Offeree Holders, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire such shares subject to the rights Offered Shares free and clear of first refusal and subsequent co-sale rights under this Agreement. In the event the Transferring Holder does Selling Preferred Holders do not consummate the sale or disposition of such shares the Offered Shares within the thirty (30) business day period following from the expiration of these rights, the Company's first refusal rights and the Offeree Holders' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferring Holder Selling Preferred Holders until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the APS's rights of the Company and the Offeree Holders under this Section 3 to purchase Registrable Securities from the Transferring Holder or participate in sales of Registrable Equity Securities by the Transferring Holder Selling Preferred Holders shall not adversely affect their APS's rights to make subsequent purchases from the Transferring Holder of Registrable Securities or subsequently participate in sales of Registrable Equity Securities by the Transferring a Preferred Holder.

Appears in 1 contract

Samples: Co Sale Agreement (American Physicians Service Group Inc)

Non-Exercise of Rights. To Subject to the terms and conditions of this Agreement and the obligations set forth under SECTION 5.7 hereof, to the extent that the Company and the Offeree Holders have Buyer has not exercised their its rights to purchase all of the Offered Shares within the time periods specified in Section 3.1herein, the Transferring Holder Shareholder shall have a period of thirty Thirty (30) days from the expiration date of such rights in which to sell the any such remaining Offered Shares not purchased by (the Company or "REMAINING SHARES"), as the Offeree Holderscase may be, upon under terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire such shares subject to the Remaining Shares free and clear of subsequent rights of first refusal and co-sale rights under this Agreement. In the event If the Transferring Holder Shareholder does not consummate the sale or disposition of such shares the Remaining Shares within the thirty Thirty (30) day period following from the expiration of these rights, then the CompanyBuyer's first refusal rights and the Offeree Holders' first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Remaining Shares by the Transferring Holder Shareholder until such right lapses rights lapse in accordance with the terms of this Agreement. Furthermore, the The exercise or non-exercise of the rights of the Company and the Offeree Holders under this Section 3 Buyer to purchase Registrable Securities from any of the Transferring Holder Offered Shares or to participate in sales of Registrable Securities Buyer Common Stock by the Transferring Holder Shareholder shall not adversely affect their Buyer's rights to make subsequent purchases from the any Transferring Holder of Registrable Securities Shareholder or to participate subsequently participate in sales of Registrable Securities Buyer Common Stock by the Transferring HolderShareholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (In Store Media Systems Inc)

Non-Exercise of Rights. To the extent that the Company and the Offeree Holders no co-sale rights have not been exercised their rights pursuant to purchase all of the Offered Shares Section 4.4 within the applicable time periods specified in Section 3.1periods, the Transferring Holder shall have a period of thirty (30) days from the expiration date of such rights in which to sell the Offered Shares not purchased by the Company or the Offeree Holders, such Equity Securities upon terms and conditions (including the purchase price) no more favorable to the Transferring Holder than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire such shares subject to the rights of first refusal and co-sale rights under this Agreement. In the event the Transferring Holder does not consummate the sale or disposition of such shares the Equity Securities subject to the proposed Transfer within the thirty (30) day period following from the expiration of these rights, the Company's first refusal rights and the Offeree Holders' first refusal rights and co-sale rights set forth herein shall continue to be applicable to any subsequent disposition of the Offered Shares Equity Securities subject to the proposed Transfer by the Transferring Holder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Offeree Holders under this Section 3 4.4 to purchase Registrable Equity Securities from the Transferring Holder or participate in sales of Registrable Equity Securities by the Transferring Holder shall not adversely affect their rights to make subsequent purchases from the any Transferring Holder of Registrable Equity Securities or subsequently participate in sales of Registrable Equity Securities by the any Transferring Holder.

Appears in 1 contract

Samples: Rights Agreement (Ardent Acquisition CORP)

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Non-Exercise of Rights. To the extent that the Company and the Offeree Holders Stockholders have not exercised their rights to purchase all of the Offered Shares or the Remaining Shares within the time periods specified in Section 3.12.2 and the Investor has not exercised its rights to participate in the sale of the Offered Shares or the Remaining Shares within the time periods specified in Section 2.3, the Transferring Holder Selling Stockholder shall have a period of thirty ninety (3090) days from the expiration date of such rights in which to sell the Offered Shares not purchased by the Company or the Offeree HoldersRemaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall acquire such shares subject to the rights of first refusal and co-sale rights under this Agreement. In the event the Transferring Holder Selling Stockholder does not consummate the sale or disposition of such shares the Remaining Shares within the thirty ninety (3090) day period following from the expiration of these rights, the Company's and the Stockholder's first refusal rights and the Offeree Holders' first refusal rights and Investor's co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Transferring Holder Selling Stockholder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Offeree Holders Stockholders under this Section 3 2 to purchase Registrable Securities equity securities from the Transferring Holder Selling Stockholder or to participate in sales of Registrable Securities equity securities by the Transferring Holder Selling Stockholder shall not adversely affect their rights to make subsequent purchases from the Transferring Holder Selling Stockholder of Registrable Securities equity securities or subsequently participate in sales of Registrable Securities equity securities by the Transferring HolderSelling Stockholder.

Appears in 1 contract

Samples: Stockholders' Agreement (Seal Holdings Corp)

Non-Exercise of Rights. To the extent that the Company and the Offeree Holders Investors have not exercised their rights to purchase all of the Offered Common Shares within the time periods period specified in Section 3.13 hereof and the Investors have not exercised their rights to participate in the sale of the Offered Common Shares within the time period specified in Section 4 hereof, the Transferring Holder Selling Founder shall have a period of thirty sixty (3060) days from the expiration date of such rights in which to sell the remaining Offered Shares not purchased by Common Shares, as the Company or the Offeree Holderscase may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Founder Transfer Notice to the third-third party transferee(s) identified in the Founder Transfer Notice. The third-third party transferee(s) shall acquire such shares subject to the Offered Common Shares free and clear of subsequent rights of first refusal and co-co sale rights under this Agreement. In the event the Transferring Holder Selling Founder does not consummate the sale or disposition of such shares the Offered Common Shares within the thirty sixty (3060) day period following from the expiration of these rights, the Company's first refusal rights and the Offeree HoldersInvestors' first refusal rights and co-co sale rights shall continue to be applicable to any subsequent disposition of the Offered Common Shares by the Transferring Holder Selling Founder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-non exercise of the rights of the Company and the Offeree Holders Investors under this Section 3 5 to purchase Registrable Securities Stock from the Transferring Holder Selling Founder or participate in sales of Registrable Securities Stock by the Transferring Holder Selling Founder shall not adversely affect their rights to make subsequent purchases from the Transferring Holder Selling Founder of Registrable Securities Stock or subsequently participate in sales of Registrable Securities Stock by the Transferring HolderSelling Founder.

Appears in 1 contract

Samples: Sale Agreement (Light Sciences Oncology Inc)

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