Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. To the extent that the Non-Selling Shareholders have not exercised their right to purchase the Offered Shares nor their right to participate in the sale of the Offered Shares within the time periods specified in Section 2.2 and Section 2.3, the Selling Shareholder shall have a period of thirty (30) days from the expiration of the thirty (30)-day time period set forth in Section 2.3 in which to sell the Offered Shares to the third-party transferee(s) identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the transferee(s) than those specified in the Transfer Notice. In the event the Selling Shareholder does not consummate the sale or disposition of the Offered Shares within the thirty (30) day period set forth in this Section 2.4, the Non-Selling Shareholders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Selling Shareholder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Non-Selling Shareholders under this Section 2.4 to purchase Equity Securities from the Selling Shareholder or to participate in sales of Equity Securities by the Selling Shareholder shall not adversely affect their rights to make subsequent purchases from the Selling Shareholder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Shareholder.

Appears in 2 contracts

Samples: Shareholders Agreement (Monster Worldwide Inc), Shareholders Agreement (Monster Worldwide Inc)

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Non-Exercise of Rights. To the extent that the Non-Selling Shareholders Company and the Holders have not exercised their right rights to purchase the Offered Shares nor their right to participate in the sale of the Offered Shares within the time periods specified in Section 2.2 and Section 2.32.1, the Selling Shareholder Holder shall have a period of thirty (30) days from the expiration of the thirty (30)-day time period set forth in Section 2.3 such rights in which to sell the Offered Shares to the third-party transferee(s) identified in the Transfer Notice Shares, upon terms and conditions (including the purchase price) no more favorable to the transferee(s) 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 the Offered Shares free and clear of subsequent rights of first refusal under this Agreement. In the event the Selling Shareholder Holder does not consummate the sale or disposition of the Offered Shares within the thirty (30) day period set forth in this Section 2.4from the expiration of these rights, the Non-Selling ShareholdersCompany’s and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Selling Shareholder Holder until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Non-Selling Shareholders Company and the Holders under this Section 2.4 2 to purchase Equity Securities from the Selling Shareholder Holder or to participate in sales of Equity Securities by the Selling Shareholder Holder shall not adversely affect their rights to make subsequent purchases from the Selling Shareholder Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling ShareholderHolder.

Appears in 2 contracts

Samples: Right of First Refusal Agreement (CastleRock Security Holdings, Inc.), Contribution Agreement (CastleRock Security Holdings, Inc.)

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Non-Exercise of Rights. To the extent that If the Non-Selling Shareholders have Transferring Member does not exercised their exercise its right of first refusal pursuant to purchase the Offered Shares nor their Section 6(d) or its right of co-sale pursuant to participate in the sale of the Offered Shares within the time periods specified in Section 2.2 and Section 2.36(e), the Selling Shareholder Transferring Member shall have a period of thirty (30) days from the expiration of the thirty (30)-day time period set forth in Section 2.3 such rights in which to sell Transfer the Offered Shares to Interest upon the third-party transferee(s) identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the transferee(s) 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 the Offered Interest free and clear of any subsequent right of first refusal or co-sale right under this Agreement. In the event that the Selling Shareholder Transferring Member does not consummate the sale or disposition Transfer of the Offered Shares Interest within the thirty (30) day period set forth in this Section 2.4from the expiration of these rights, the Non-Selling Shareholders’ Transferring Member’s right of first refusal rights and co-sale rights right shall continue to be applicable to any subsequent disposition of the Offered Shares Interest by the Selling Shareholder Transferring Member until such right lapses in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Non-Selling Shareholders Transferring Member under this Section 2.4 to purchase Equity Securities from the Selling Shareholder or to participate in sales of Equity Securities by the Selling Shareholder 6(d) and Section 6(e) shall not adversely affect their its rights to make subsequent purchases from the Selling Shareholder of Equity Securities Non-Transferring Member or subsequently participate in sales subsequent Transfers of Equity Securities Membership Interests by the Selling ShareholderNon-Transferring Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Iconic Brands, Inc.), Limited Liability Company Agreement (Iconic Brands, Inc.)

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