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. (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 share of the remaining Offered Shares. For purposes of this Section 3.1 and Section 3.3 only, a Purchaser’s pro rata share shall be determined by dividing the number of shares of Stock, on an as-converted basis, held by the Purchaser by the total number of shares of Stock, on an as-converted basis, held by all Purchasers (the “Pro Rata Fraction”). If any Purchaser, or its respective assignee, desires to purchase any of the remaining Offered Shares, such Purchaser must, within a twenty (20) day period (the “Investor Refusal Period”) following receipt of the Offer, give written notice (“Investor Notice”) to the Offeror and to the Company of such party’s election to purchase its 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 written notice (“Investor’s Expiration Notice”) to the 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. Each Purchaser shall have a right of reallotment such that, if any other Purchaser fails to exercise the right to purchase its full Pro Rata Fraction of the Offered Shares, the other participating Purchasers may exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased. Each Purchaser shall be entitled to apportion its right of reallotment among its affiliates (as defined in Section 6.5 hereof); provided, however, Purchaser shall not be entitled to such right of apportionment unless (a) the Company is given written notice stating the name, address and tax identification number of such affiliate and identifying the number of Offered Shares that Purchaser is allocating and (b) the sale of the Offered Shares to Purchaser’s affiliate shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all other applicable state securities laws.
Purchaser’s Right of First Refusal. 9.1. If a Founder (Kirk, Durham or TFS are the Fxxxxers) xxxxts 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.
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. (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).
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. (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.
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. 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. With respect to any Transfer by the Selling Shareholder of Offered Shares not purchased pursuant to the Company's Right of First Refusal, Purchaser shall have the right (the “Secondary Right of First Refusal”), but not the obligation, to purchase the Offered Shares in accordance with this Section 3.
