Offered Stock. At any time prior to the termination contemplated in Section 3.01(g), and subject to the terms and conditions specified in Section 4.01, Section 4.02, this Section 4.03 and Section 4.04, the FTP Investors and each Management Stockholder holding Preferred Stock or Common Stock (collectively with the FTP Investors, the “ROFR Rightholders”) shall have a right of first refusal if any other Management Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of any Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to each ROFR Rightholder other than the Offering Stockholder (the “Applicable ROFR Rightholders”), all in accordance with the following provisions of this Section 4.03, prior to Transferring such Offered Stock to the Prospective Transferee. For any particular Transfer Offer, this right of first refusal and the terms and conditions set forth in this Section 4.03 shall be applied separately on a class-by-class and series-by-series basis for each class or series of Offered Stock, as applicable (including for purposes of calculating the respective ROFR pro rata portions in Section 4.03(d)).
Offered Stock. The term "Offered Stock" shall have the meaning set forth in Section 3.01 of this Agreement.
Offered Stock. The term “Offered Stock” means all shares of Preferred Stock (or the Common Stock issued or issuable upon the conversion of such shares) held by an Investor proposed to be the subject of a Transfer.
Offered Stock. At any time prior to the consummation of a Public Offering, and subject to the terms and conditions specified in Section 4.01, Section 4.02, this Section 4.03 and Section 4.04, the Company, first, and the Controlling Stockholder, and each Management Stockholder holding Common Stock (collectively with the Controlling Stockholder, the “ROFR Rightholders”), second, shall have a right of first refusal if any other Management Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of any Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, first, and each ROFR Rightholder other than the Offering Stockholder (the “Applicable ROFR Rightholders”), second, all in accordance with the following provisions of this Section 4.03, prior to Transferring such Offered Stock to the Prospective Transferee.
Offered Stock. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 3.1, Section 3.2, and this Section 3.3, the Founders, first, and the Company, second, shall have a right of first refusal if any Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of any Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Founders, first, and the Company, second, all in accordance with the following provisions of this Section 3.3, prior to Transferring such Offered Stock to the Prospective Transferee.
Offered Stock. If Kakaopay or the Xxxxxx Stockholders (in each case, the “Offering Stockholder”, and the other Party and the Company, the “ROFR Offeree”) receives a bona fide offer from any Person (a “Prospective Transferee”), that the Offering Stockholder desires to accept (a “Transfer Offer”), to Transfer all or any portion of its shares of Common Stock in one or more transactions (the “Offered Stock”), then the ROFR Offeree shall have a right of first refusal in accordance with the terms and conditions of this Article III (with the Company having priority over Kakaopay or the Xxxxxx Stockholders); provided, however, that an Offering Stockholder may Transfer shares of Common Stock representing up to 10% of the outstanding shares of Common Stock as of the date of this Agreement without such Transfers qualifying as “Transfer Offer”; provided further, that in no case shall a Transfer by a Party to such Party’s Permitted Transferee qualify as a “Transfer Offer” and, in the case of the Xxxxxx Stockholders, a Transfer pursuant to any 10b5-1 trading plan currently in effect and a Transfer pursuant to the exercise of the warrant held by BCW Securities LLC (“BCW”), pursuant to that certain agreement, dated March 27, 2023, by an among Xxxxxx X. Xxxxxx, the Company and BCW (the “BCW Warrant Agreement”), shall not qualify as a “Transfer Offer”. Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall make an offer to the ROFR Offeree, in accordance with the following provisions of this Article III, prior to Transferring such Offered Stock to the Prospective Transferee. Neither Party may avoid the applicability of the provisions set forth in this Section 3.2, if such avoidance is in connection to, or otherwise derives, directly or indirectly, from either Party’s failure to act in good faith. For the purposes of this Section 3.2, references to either Party shall exclude the Company.
Offered Stock. If the Surviving Shareholder does not elect to purchase all of the Offered Stock, the Corporation shall, within thirty (30) days after its receipt of the Response Notice of the Surviving Shareholder, if there is a Disposition, give a Response Notice to such personal representative as to whether it elects to purchase any of the Offered Stock not to be purchased by the Surviving Shareholder. If the Offered Stock is not all purchased by the Surviving Shareholder and the Corporation, or either of them, the Corporation shall give a copy of the Offering Notice and copies of the Response Notices to each of the other Shareholders, and each of the other Shareholders shall, within thirty (30) days after the receipt of the Response Notice by the Corporation, if there is a Disposition, give a Response Notice to the Corporation as to whether he elects to purchase any of the Offered Stock not to be purchased by the Surviving Shareholder or the Corporation. The Corporation shall give a copy of that Response Notice to the personal representative and each other Shareholder who also gave an affirmative Response Notice. If there is more than one Purchasing Shareholder, excluding the Surviving Shareholder, the Offered Stock shall be allocated among such Purchasing Shareholders other than the Surviving Shareholder in such proportions as they may agree upon, or in the absence of such agreement, pro rata according to the relative holdings of Stock of such Purchasing Shareholders other than the Surviving Shareholder on the Determination Date for the transaction. Any affirmative Response Notice shall specify a date and time for closing of the purchase, which date shall be not less than forty-five (45) nor more than sixty (60) days after the giving of such Response Notice, provided that if more than one party elects to purchase Offered Stock, the closing shall be held on the date specified in the earliest affirmative Response Notice. The closing shall take place at the principal office of the Corporation or at such other location as the parties may agree upon, and the Purchase Price shall be paid in accordance with the provisions of Exhibit E hereto, which is incorporated herein for all purposes.
Offered Stock. Subject to the terms and conditions specified in Section 4.01 and Section 4.02, Inpixon shall have a right of first refusal if any Minority Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of its any Shares (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to Inpixon in accordance with the following provisions of this Section 4.03, prior to Transferring such Offered Stock to the Prospective Transferee.
Offered Stock. The Company shall have a right of first refusal if (i) Kakaopay or (ii) any of the Xxxxxx Stockholders (in each case, an “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”), that the Offering Stockholder desires to accept (a “Transfer Offer”), to Transfer all or any portion of its shares of Common Stock in one or more transactions (the “Offered Stock”); provided, however, that an Offering Stockholder may Transfer shares of Common Stock representing up to 5% of the outstanding shares of Common Stock as of the date of this Agreement without such Transfers qualifying as “Transfer Offer”; provided further, that in no case shall a Transfer by a Party to such Party’s Permitted Transferee qualify as a “Transfer Offer”. Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, followed by an offer to the other Party hereto, if applicable (the “Second ROFR Offeree”), in accordance with the following provisions of this Article III, prior to Transferring such Offered Stock to the Prospective Transferee. Neither Party may avoid the applicability of the provisions set forth in this Section 3.2, if such avoidance is in connection to, or otherwise derives, directly or indirectly, from either Party’s failure to act in good faith. For the purposes of this Section 3.2, references to either Party shall exclude the Company.
Offered Stock
