Refusal Rights. On or before the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor desires to sell all or any part of the Common Stock acquired under this Warrant (including any securities received in respect thereof pursuant to recapitalization and the like), and an offeror (the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shall: (i) obtain in writing a bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Notice") to the Company setting forth the Investor's desire to sell such shares, which Warrant Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Warrant Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Notice, such option to be exercisable by giving, within fifteen (15) days after the receipt of the Warrant Notice, a written counter-notice to the Investor. If the Company elects to purchase any or all such shares of Common Stock, it shall be obligated to purchase, and the Investor shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) days from the date of receipt by the Company of the Warrant Notice. The Investor may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company at any time during the sixty (60) days immediately following the expiration of the fifteen (15)-day period during which the Company may give the aforesaid counter-notice. If any or all such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3. 9.
Refusal Rights. The Company may elect to purchase all (but --------------------- not less than all) of the shares of Investor Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Purchaser and GTCR within 30 days after the Sale Notice has been given to the Company. If the Company has not elected to purchase all of the Investor Stock to be transferred, GTCR may elect to purchase all (but not less than all) of the Investor Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Purchaser within 60 days after the Sale Notice has been given to GTCR. If neither the Company nor GTCR elect to purchase all of the shares of Investor Stock specified in the Sale Notice, Purchaser may transfer the shares of Investor Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 30-day period immediately following the Authorization Date. Any shares of Investor Stock not transferred within such 30-day period will be subject to the provisions of this Section 3C upon subsequent transfer.
Refusal Rights. The rights of a Rights Holder, including without limitation Xxxx Xxxxxx’x rights, under Section 3 may be assigned only to (i) an Affiliate of the Rights Holder or the Rights Holder’s principal; (ii) in the case of Xxxx Xxxxxx, (1) his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants or (2) a trust for the benefit of Xxxx Xxxxxx, his spouse, his siblings, the siblings of his spouse or any of his lineal ancestors or descendants; (iii) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least 4,000,000 shares of Series A Stock, Series A-1 Stock, Series B Stock, Series B-1 Stock, Series B-2 Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock, or (iv) a party who acquires from a Rights Holder (or a Rights Holder’s permitted assigns) at least nine hundred thousand (900,000) shares of Series C Stock and/or an equivalent number (on an as-converted to Class A Common Stock basis) of shares of Conversion Stock. No party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided, further, that any such assignee of such rights is not deemed by the Board, in its reasonable judgment, to be a direct competitor of the Company; and provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5 and must execute and deliver a counterpart or addendum to this Agreement manifesting their consent to be bound by the terms of this Agreement prior to any transfer of rights hereunder.
Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned only to a party to the extent that such transferee acquires from the Rights Holder (or the Rights Holder’s permitted assigns) shares of Preferred Stock or shares of Common Stock issued upon conversion thereof; provided, however that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (ii) such transfer of the securities of the Company is made in compliance with the terms and conditions relating to restrictions and conditions of transfer applicable to such securities, and (iii) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of the terms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder.
Refusal Rights. During the Term, if GTC proposes to seek distribution, sales agents, manufacturing, licensees or other services in all or any countries of the Territory or to or for the NGO Group with respect to any GTC product, Intellectual Property Rights, or service, other than a GTC product, Intellectual Property Right or service licensed to SMIG hereunder in the Territory, then prior to soliciting, discussing or negotiating with any Person to undertake the foregoing, GTC will send a Notice to SMIHC setting for the rights GTC proposes to exercise and strictly complying with the following:
Refusal Rights. The rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires at least the minimum number of shares of Preferred Stock and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof as would qualify such assignee as a Major Investor, or who is an affiliate, subsidiary, parent or partner of a Holder; provided, however that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided further, that any such assignee of such rights is not deemed by the Company, in its reasonable judgment, to be a competitor of the Company; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.
Refusal Rights. The rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires from a Holder at least 45,000 shares of Preferred Stock, Conversion Stock, Common Stock, or any combination thereof; PROVIDED HOWEVER that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and PROVIDED FURTHER that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4, by agreeing in writing to be bound by the terms hereof.
Refusal Rights. 6 5.1 Right of First Refusal ..................................... 6 5.2
Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned only to a party to the extent that such transferee acquires from the Rights Holder (or the Rights Holder’s permitted assigns) at least that number and type of shares capital stock of the Company, as are necessary to have the applicable rights of a Major Investor and Rights Holder described in the relevant provisions of Section 3 hereof. A transferee which acquires such required number and type of shares of capital stock of the Company pursuant to an assignment made in accordance with the terms and conditions hereof shall be deemed to be a “Major Investor” and “Rights Holder” for purposes of Section 3; provided, however that no party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (ii) such transfer of the securities of the Company is made in compliance with the terms and conditions relating to restrictions and conditions of transfer applicable to such securities, and (iii) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of the terms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder.
Refusal Rights. If Landlord desires at any time to lease the Refusal Space or any portion thereof to a third party tenant, Landlord shall give Tenant written notice of such intent ("Landlord's Notice") prior to Landlord entering into such lease, which Landlord's Notice shall designate (i) the specific location and actual rentable area of the portion of the Refusal Space which Landlord desires to lease, as determined in accordance with Paragraph 22.1G hereof, together with a designation of that portion of the Refusal Space, if any, in which Landlord desires to grant expansion options or rights in connection with the lease of such first portion of the Refusal Space, (ii) the proposed occupancy date for such Refusal Space, (iii) the lease term (the "Third Party Term") for which Landlord desires to lease such Refusal Space, (iv) the annual rate(s) of Monthly Base Rent per square foot of rentable area (plus all fixed and/or indexed increases to said rate(s)) which Landlord desires to charge for such portion of the Refusal Space, (v) the base year which Landlord desires to utilize for purposes of determining adjustments to Monthly Base Rent under Paragraph 22 hereof with respect to such Refusal Space, (vi) the per rentable square foot tenant improvement allowance, if any, which Landlord is willing to provide to improve such Refusal Space, and (vii) whether such portion of the Refusal Space was to constitute part or all of the First Option Space or the Second Option Space. Tenant shall then have a right (the "Refusal Right") to lease all, but not less than all, of the Refusal Space described in Landlord's Notice, upon the following terms and conditions:
