Common use of Purchaser’s Right of First Refusal Clause in Contracts

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 expiration of the 20-day exercise period. Xxxxxx shall be free to transfer any of the Registrable Securities referred to in the Acquisition Proposal, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period but only on the terms set forth in the Acquisition Proposal. (c) If Xxxxxx proposes to sell any Registrable Securities owned by Xxxxxx under Rule 144 promulgated under the Securities Act (except Rule 144(k)), Xxxxxx shall first offer (the "Rule 144 Offer"), by written notice to Purchaser, to sell for cash the Registrable Securities referred to in the Rule 144 Offer at the Volume Weighted Market Price (based on the 20 business days preceding the Rule 144 Offer). Within 20 days from receipt of the Rule 144 Offer, Purchaser may elect to purchase from Xxxxxx any or all of the Registrable Securities offered in the Rule 144 Offer, by providing written notice to Xxxxxx prior to the expiration of the 20-day exercise period. Xxxxxx shall be free to transfer any of the Registrable Securities referred in the Rule 144 Offer, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period, but only pursuant to Rule 144 (except Rule 144(k)).

Purchaser’s Right of First Refusal. (ai) If Xxxxxx shall request The Offered Shares may be purchased by the registration of any Registrable Securities pursuant to Section 4.1 above, Purchasers as set forth below. Each 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, opportunity 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 its pro rata share 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 Proposalremaining Offered Shares. 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 For purposes of this section Section 3.1 and Section 3.3 only, the price per a Purchaser’s pro rata share for such Registrable Securities shall be determined by dividing the volume weighted average closing sale price 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 Company's Common Stock as reported by The Nasdaq Stock Market for the 20 business days preceding the Offer remaining Offered Shares, such Purchaser must, within a twenty (20) day period (the "Volume Weighted Market Price"). Within 20 days from the “Investor Refusal Period”) following receipt of the Offer, Purchaser may elect give written notice (“Investor Notice”) to the Offeror and to the Company of such party’s election to purchase from Xxxxxx, at the price and on the terms specified in the Acquisition Proposal, any or all its Pro Rata Fraction of the Registrable Securities offered in Offered Shares. In the Offerevent that any Purchaser elects not to purchase its Pro Rata Fraction of the Offered Shares, by providing written notice to Xxxxxx prior to such Purchaser shall, within five (5) days after the expiration of the 20-day 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 period. Xxxxxx its Right of First Refusal within the Investor Refusal Period shall be free deemed a waiver of such right. Each Purchaser shall have a right of reallotment such that, if any other Purchaser fails to transfer any exercise the right to purchase its full Pro Rata Fraction of the Registrable Securities referred 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 Acquisition ProposalCompany is given written notice stating the name, which address and tax identification number of such affiliate and identifying the number of Offered Shares that Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following is allocating and (b) the expiration sale of the 20-day exercise period but only on Offered Shares to Purchaser’s affiliate shall be exempt from the terms set forth in the Acquisition Proposal. (c) If Xxxxxx proposes to sell any Registrable Securities owned by Xxxxxx under Rule 144 promulgated under registration requirements of the Securities Act (except Rule 144(k)), Xxxxxx shall first offer (and the "Rule 144 Offer"), by written notice to Purchaser, to sell for cash the Registrable Securities referred to in the Rule 144 Offer at the Volume Weighted Market Price (based on the 20 business days preceding the Rule 144 Offer). Within 20 days from receipt registration and/or qualification requirements of the Rule 144 Offer, Purchaser may elect to purchase from Xxxxxx any or all of the Registrable Securities offered in the Rule 144 Offer, by providing written notice to Xxxxxx prior to the expiration of the 20-day exercise period. Xxxxxx shall be free to transfer any of the Registrable Securities referred in the Rule 144 Offer, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period, but only pursuant to Rule 144 (except Rule 144(k))other applicable state securities laws.

Purchaser’s Right of First Refusal. (a) If Xxxxxx shall request the registration of any Registrable Securities pursuant to Section 4.1 above, Each Significant Purchaser shall have the righta right of first refusal, exercisable upon the delivery of written notice to Xxxxxx at any time prior to the date on which Selling Holder within thirty (30) days (the applicable Underwriting Agreement is entered into "EXERCISE PERIOD") after receipt of the Transfer Notice by the Company and the underwritersPurchasers, to purchase all or any part up to its Pro Rata Share (as defined in Section 17.4(b) below) of such Registrable Securities from Xxxxxx the shares specified in the Transfer Notice at the price to be paid by Offered Price and upon 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 terms indicated in the Underwriting Agreement and Purchaser's obligation to purchase the Registrable Securities Transfer Notice. Such right 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 exercisable 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 written notice (the "OfferEXERCISE NOTICE"), 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 Selling Holder prior to the expiration of the 20-day exercise periodExercise Period. Xxxxxx If such rights are exercised, then the Significant Purchasers shall be free to transfer any effect the purchase of the Registrable Securities referred to shares specified in the Acquisition ProposalTransfer Notice, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration including payment of the 20-day exercise period but only on purchase price, not more than fifteen (15) days after the terms set forth in date of the Acquisition ProposalExercise Notice. At such time, the Selling Holder shall deliver to the Significant Purchasers the certificates representing the shares to be purchased by the Significant Purchasers, each certificate to be properly endorsed for transfer. (cb) If Xxxxxx proposes to sell any Registrable Securities The "PRO RATA SHARE" of each Significant Purchaser shall be that number of shares of Common Stock Equivalents owned by Xxxxxx under Rule 144 promulgated under such Significant Purchaser equal to the Securities Act product obtained by multiplying (except Rule 144(k)), Xxxxxx shall first offer (x) the "Rule 144 Offer"), by written notice aggregate number of shares of Common Stock Equivalents proposed to Purchaser, to sell for cash the Registrable Securities referred to be sold in the Rule 144 Offer at Transaction by the Volume Weighted Market Price Selling Holder by (based on y) a fraction, the 20 business days preceding numerator of which is 22 23 Medsxxx.xxx, Xxc. Rights Agreement the Rule 144 Offer). Within 20 days from receipt number of shares of Common Stock Equivalents owned by the Rule 144 Offer, Significant Purchaser may elect to purchase from Xxxxxx any or all of the Registrable Securities offered in the Rule 144 Offer, by providing written notice to Xxxxxx immediately prior to the expiration Transaction, and the denominator of which is the 20-day number of shares of Common Stock Equivalents owned by all Significant Purchasers who desire to exercise period. Xxxxxx shall be free their right of first refusal with respect to transfer any of the Registrable Securities referred in the Rule 144 Offer, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period, but only pursuant to Rule 144 (except Rule 144(k))Transaction.

Purchaser’s Right of First Refusal. The Company shall not, directly or ---------------------------------- indirectly, without the prior written consent of the Purchaser, offer, sell, grant any option to purchase or otherwise dispose of (aor announce any offer, sale, grant or any option to purchase or other disposition) If Xxxxxx shall request any of its or its affiliates' equity, equity-equivalent securities or promissory notes in a transaction intended to be exempt or not subject to registration under the registration Securities Act of 1933, as amended (a "Subsequent Placement"), for a period of five (5) years after the Closing, except (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, as shown in Exhibit B attached hereto, (ii) shares of --------- Common Stock issued upon exercise of any Registrable Securities pursuant currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case as shown in Exhibit C attached hereto, and (iii) mergers or acquisitions not --------- designed to Section 4.1 aboveraise capital, unless (A) the Company delivers to the Purchaser a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto, and (B) the Purchaser shall not have notified the Company by 5:00 p.m. (Central Time) on the tenth (10th) business day after its receipt of the Subsequent Placement Notice of its willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation and closing within thirty (30) days of such Subsequent Placement Notice, financing to the Company on substantially the terms set forth in the Subsequent Placement Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period or fail to close within such thirty (30)-day period, the Company may effect the Subsequent Placement substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Placement Notice; provided that the Company shall provide the Purchaser with a second Subsequent Placement Notice, and the Purchaser shall again have the rightright of first refusal set forth above in this paragraph, upon if 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 Subsequent Placement subject to the same terms and conditions as the underwriters' obligations to purchase securities under the Underwriting Agreement. (b) If Xxxxxx proposes to sell initial Subsequent Placement Notice shall not have been consummated for 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 reason on the terms set forth in such Subsequent Placement Notice within ninety (90) days after 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 initial Subsequent Placement Notice with the consideration to be paid for the Registrable Securities referred to person (or an affiliate of such person) identified 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 expiration of the 20-day exercise period. Xxxxxx shall be free to transfer any of the Registrable Securities referred to in the Acquisition Proposal, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period but only on the terms set forth in the Acquisition ProposalSubsequent Placement Notice. (c) If Xxxxxx proposes to sell any Registrable Securities owned by Xxxxxx under Rule 144 promulgated under the Securities Act (except Rule 144(k)), Xxxxxx shall first offer (the "Rule 144 Offer"), by written notice to Purchaser, to sell for cash the Registrable Securities referred to in the Rule 144 Offer at the Volume Weighted Market Price (based on the 20 business days preceding the Rule 144 Offer). Within 20 days from receipt of the Rule 144 Offer, Purchaser may elect to purchase from Xxxxxx any or all of the Registrable Securities offered in the Rule 144 Offer, by providing written notice to Xxxxxx prior to the expiration of the 20-day exercise period. Xxxxxx shall be free to transfer any of the Registrable Securities referred in the Rule 144 Offer, which Purchaser has elected not to purchase pursuant to this section, for a period of 30 days following the expiration of the 20-day exercise period, but only pursuant to Rule 144 (except Rule 144(k)).