Purchaser’s Right of First Refusal. (a) If Xxxxxx shall request the registration of any Registrable Securities pursuant to Section 4.1 above, Purchaser shall have the right, upon the delivery of written notice to Xxxxxx at any time prior to the date on which the applicable Underwriting Agreement is entered into by the Company and the underwriters, to purchase all or any part of such Registrable Securities from Xxxxxx at the price to be paid by the underwriters for Registrable Securities under the applicable Underwriting Agreement. The purchase of the Registrable Securities by Purchaser shall occur simultaneously with the closing of the purchases provided for in the Underwriting Agreement and Purchaser's obligation to purchase the Registrable Securities shall be subject to the same terms and conditions as the underwriters' obligations to purchase securities under the Underwriting Agreement.
(b) If Xxxxxx proposes to sell any Registrable Securities owned by Xxxxxx, other than pursuant to Section 4.1 above or Section 5.2(c) below, upon receipt by Xxxxxx of an acquisition proposal from a bona fide creditworthy purchaser that is subject only to customary closing conditions, which Xxxxxx desires to accept (an "Acquisition Proposal"), Xxxxxx shall offer (the "Offer"), by written notice to Purchaser, to sell the Registrable Securities referred to in the Acquisition Proposal for the price and on the terms set forth in the Acquisition Proposal. The Offer shall be delivered to Purchaser and shall state (i) the number of Registrable Securities to be sold pursuant to the Acquisition Proposal, the consideration to be paid therefor, the price to be paid for the Registrable Securities and the closing date under the Acquisition Proposal and (ii) contain a true and complete copy of the Acquisition Proposal. If the consideration to be paid for the Registrable Securities referred to in the Acquisition Proposal is other than cash, then for purposes of this section only, the price per share for such Registrable Securities shall be determined by the volume weighted average closing sale price of the Company's Common Stock as reported by The Nasdaq Stock Market for the 20 business days preceding the Offer (the "Volume Weighted Market Price"). Within 20 days from the receipt of the Offer, Purchaser may elect to purchase from Xxxxxx, at the price and on the terms specified in the Acquisition Proposal, any or all of the Registrable Securities offered in the Offer, by providing written notice to Xxxxxx prior to the expi...
Purchaser’s Right of First Refusal. For a period of five (5) years following the Closing Date, Sellers may not sell, convey, or otherwise transfer to any Person that is not an Affiliate of Seller (a) the one hundred (100) acres of undeveloped land adjacent to the St. Mary’s Jefferson Memorial Hospital or (b) 18.65 acres of undeveloped land located in LaFollette, Tennessee as more particularly described on Schedule 2.2.8 (each individually, for purposes of this Section 5.20, an “Interest”) (including by gift, sale, bequests, or other transfers by Sellers), without first giving Purchaser a right of first refusal to purchase the Interest on the terms and conditions set forth in this Section (the “Purchaser’s Right of First Refusal”). Purchaser’s Right of First Refusal will not apply to a transfer made by the Sellers to the Lessors (and/or their assignors) of the Leased Hospitals located in Xxxxxxxx and/or Jefferson Counties, Tennessee if such transfer is made either before or following the Closing Date as a condition to obtaining such Lessor’s consent to the Transaction. For purposes of clarification, Purchaser’s Right of First Refusal shall not apply to any changes in control of CHP or sales of all or substantially all the assets of CHP.
Purchaser’s Right of First Refusal. 9.1. If a Founder (Xxxx, Xxxxxx or TFS are the Founders) elects to offer any of the Common Stock or the Conversion Stock for sale, the selling Founder must first offer to sell the offered Common Stock or Conversion Stock to the other Founders on the same terms that the selling Founder plans to offer the shares for sale to other parties. The non-selling Founders shall then have thirty days to elect to purchase the Common Stock or Conversion Stock offered by the Selling Founder on a pro rata basis. If any non-selling Founder does not wish to purchase the offered shares, the other non-selling Founders shall have an additional ten days to elect to purchase the non-electing shareholders share of the offered Common Stock or Conversion Stock. If any of the offered Common Stock or Conversion Stock is not purchased under this right of first refusal, for a period of six months thereafter, the selling Founder may offer the Common Stock or the Conversion Stock to others on the same terms proposed to the other Founders. If the selling Founder does not sell the offered Common Stock or Conversion Stock within six months, the offer must be withdrawn and the selling Founder may thereafter reoffer to the other Founders in accordance with these rights of first refusal.
9.2. These rights of first refusal shall expire upon the first to occur of the following: (i) the closing of the first public offering of the Common Stock of GENESIS to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act; (ii) January 1, 2004, or (iii) as to a Purchaser if such Purchaser no longer holds at least 25% of shares of Common Stock and/or Conversion Stock (appropriately adjusted for Recapitalizations) purchased in accordance with the terms of this Stock Investment Agreement.
Purchaser’s Right of First Refusal. (a) Right of First Refusal. The Company hereby grants to Purchaser, on the terms set forth in this Section 5, the right of first refusal to purchase all or any part of such Purchaser’s pro rata share of the New Securities (as defined in Section 5(b) which the Company may, from time to time, propose to sell and issue. The Purchaser may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. For the purposes of this right of first refusal, an Purchaser’s pro rata share of the New Securities is a fraction, the numerator of which is the total number of shares of Common Stock held by such Purchaser (on an as converted basis) and the denominator of which is the total number of shares of the Company’s Common Stock outstanding (including any shares of Common Stock issuable upon conversion of or exercise of, as the case may be, Preferred Stock, options, warrants or other convertible securities) immediately prior to the issuance of the New Securities.
Purchaser’s Right of First Refusal. (i) The Offered Shares may be purchased by the Purchasers as set forth below. Each Purchaser shall have the opportunity to purchase its Pro Rata Fraction of the remaining Offered Shares (recalculated to exclude the Purchaser Offeror). If any Purchaser, or their respective assignees, desire to purchase any of the remaining Offered Shares, such Purchaser must, within a the Investor Refusal Period following receipt of the Offer, give Investor Notice to the Purchaser Offeror and to the Company of such party’s election to purchase such Pro Rata Fraction of the Offered Shares. In the event that any Purchaser elects not to purchase its Pro Rata Fraction of the Offered Shares, such Purchaser shall, within five (5) days after the expiration of the Investor Refusal Period, give Investor’s Expiration Notice to the Purchaser Offeror that such Purchaser is waiving its right to purchase its Pro Rata Fraction of the Offered Shares. Notwithstanding any failure by a Purchaser to deliver an Investor’s Expiration Notice, a failure by a Purchaser to exercise its Right of First Refusal within the Investor Refusal Period shall be deemed a waiver of such right. In the event that a Purchaser does not wish to purchase Investor’s Pro Rata Fraction, then any Purchaser who has elected to purchase its full Pro Rata Fraction shall have the right to purchase, on a pro rata basis with any other Purchaser who so elects, any Offered Stock not purchased.
Purchaser’s Right of First Refusal. (i) If (A) this Agreement fails to close by December 15, 2007, and is terminated under Section 9(a)(iii)(B) above, as a result of Seller, the Company and the Responsible Party choosing not to close the transactions contemplated by this Agreement as a result of the FCPA Material Adverse Effect, and (B) during the Purchaser ROFR Period, the Company, the Company’s Subsidiaries, the Responsible Party or any of their respective Representatives entertain, solicit or consider any proposal or offer from or to any Person relating to a possible Acquisition Transaction, and decide to accept such offer or proposal, then Purchaser shall have a right of first refusal (the “Purchaser ROFR”) to enter into such Acquisition Transaction with the Company, the Company’s Subsidiaries or the Responsible Party upon the same economic terms and conditions set forth in the Purchaser ROFR Notice (as defined below).
(ii) If the Company, the Company’s Subsidiaries, the Responsible Party or any of their respective Representatives entertain, solicit or consider any proposal or offer from or to any Person relating to a possible Acquisition Transaction during the Purchaser ROFR Period, and determine to accept any such proposal or offer, the Company shall deliver to Purchaser a written notice containing the exact terms of such offer or proposal (the “Purchaser ROFR Notice”). If Purchaser desires to exercise its Purchaser ROFR, Purchaser shall send written notice to the Company and the Responsible Party (the “Purchaser ROFR Exercise Notice”) within twenty (20) days following Purchaser’s receipt of the Purchaser ROFR Notice.
Purchaser’s Right of First Refusal. 14 9.1 Right of First Refusal...................................................................................... 14 ARTICLE X. MISCELLANEOUS.................................................................................................. 15 10.1 Notices..................................................................................................... 15
Purchaser’s Right of First Refusal. As long as at least $500,000 original principal amount of the Convertible Debentures is outstanding, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, Additional Investment Right or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Purchaser such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Purchaser shall have thirty (30) business days from receipt of such notice of the sale or issuance of capital stock to exercise its right during the thirty (30) business days following receipt of the notice to purchase all or a portion of such offered Common Stock, any class of preferred stock, options, Additional Investment Right or any other securities convertible or exercisable into shares of Common Stock in accordance with the terms and conditions set forth in the notice of sale.
Purchaser’s Right of First Refusal. Not less than ten (10) days prior to the sale by Sellers of any shares of Purchase Common Stock delivered to Sellers in accordance with Section 2.3(a) hereof, the Sellers shall provide Purchaser with written notice of Sellers' intention to sell such shares of Purchaser Common Stock (a "Sale Notice") and Purchaser shall be entitled within ten (10) days of receipt of such notice to notify Sellers in writing of its intent to repurchase all or a part of such shares at the closing price for such shares on the Nasdaq Stock Market (National Market) as of the date of Sellers' notice to Purchaser of its intention to sell such shares. Purchaser shall make payment to Seller for such shares no later than seven (7) days after Sellers' receipt of Purchaser's written notice of its intent to make such purchase. If Sellers do not sell such shares within thirty (30) days after a Sale Notice is given, Sellers shall again be subject to the provisions of this Section 11.2.
Purchaser’s Right of First Refusal. Subject to the completion of the Transactions contemplated herein, as of the Closing Date and for so long as the Purchaser (or the Purchaser Subsidiary) remains a shareholder of the Company (and thereafter if mutually agreed), the Company hereby grants a right of first refusal to MVMD to enter into a supply agreement for the export of product to Australia and the United States of America. Avicanna will provide all necessary consent, approvals, and authorizations to cause the Company to grant this right of first refusal as of the Closing Date. Any supply agreement entered into between the Company and MVMD shall be at market prices and contain terms and conditions customarily found in similar agreements, including, but not limited to, the definition of products, costs, inventory, surplus inventory, offtake arrangements and related terms and conditions.
