Right of First Purchase. In the event that a Member's Interest in the Company is or will be sold, due to any reason, the remaining Members will have a right of first purchase of that Member's Interest. The value of that interest in the Company will be the lower of the value set out in the Valuation of Interest section of this Agreement and any third party offer that the Member wishes to accept.
Right of First Purchase. (a) If the Member receives a bona fide offer to purchase all or any portion of its Membership Interest in other than a Permitted Transfer, which offer the Member intends to accept, or if a Member makes a bona fide offer to sell all or any portion of its Membership Interest in other than a Permitted Transfer, which offer a third party intends to accept, then that Member (the “Selling Member”) shall notify the Company in writing (“Notice of Transfer”) of the proposed sale or transfer and that Notice of Transfer shall set forth the portion of the Membership Interest to be sold or transferred and the identity of the prospective transferee, and the price and other terms and conditions of the proposed sale or transfer. For a period of thirty (30) days after the Company’s receipt from the Selling Member of a Notice of Transfer, the Company shall have an option (the “Transfer Option”) to purchase the Membership Interest that is identified in the Notice of Transfer. The purchase price per percentage of ownership of the Membership Interest and the terms of sale for the Membership Interest to be purchased pursuant to the Transfer Option shall be the price and terms identified in the Notice of Transfer or, in the event of a transfer by gift, bequest or operation of state laws of succession or inheritance, the fair market value of the Membership Interest to be transferred as determined by an independent appraiser selected by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the purchase transaction.
(b) If the Company (i) does not exercise the option granted pursuant to Section 8.2(a) to purchase all of the Membership Interests subject to the Notice of Transfer, or (ii) fails or refuses to perform its purchase obligations after that exercise within the ninety (90) day period specified in Section 8.2(a), then the Membership Interests that are the subject matter of the Notice of Transfer may be sold or transferred by the Selling Member, subject to the provisions of Section 8.4 (unless the transfer is to an existing Member) for a period of thirty (30) days after the end of the ninety (90) day period specified in Section 8.2(a), to the transferee identified in the Notice of Transfer at the purchase price and on the terms specified in the Notice of Transfer.
(c) The closing of any purchase transaction pursuan...
Right of First Purchase. (a) Subject to the terms and conditions specified in this Section 4.14, the Company hereby grants to the Purchasers a right of first purchase with respect to certain issuances by the Company after the Closing of any Senior Capital Stock (as hereinafter defined) as provided in this Section 4.14.
(b) For purposes of this Section 4, the term "Senior Capital Stock" shall mean shares of any capital stock of the Company having a preference relative to the Class A Common Stock with respect to dividends or upon liquidation, distribution or winding up of the Company, whether now authorized or not, and any rights, options or warrants to purchase such capital stock, and securities of any type that are, or may become, convertible into such capital stock; provided, however, that nothing contained in this Section 4.14 shall be construed as permitting the Company to authorize or issue any Senior Capital Stock in contravention of any of the provisions of this Agreement or the other Transaction Documents, including the Certificates of Designation.
Right of First Purchase. Each time the Seller or any Partner proposes to transfer, assign or sell all or any part of the Xxxx Notes or the Xxxx Shares, the Seller or such Partner (an "Offeror") shall first offer such Xxxx Notes of Xxxx Shares to Xxxx in accordance with the following provisions:
13.1. The Offeror shall deliver a written notice (the "Offer Notice") to Xxxx stating (i) the Offeror's bona fide intention to transfer such Xxxx Notes or Xxxx Shares, (ii) the name and address of the proposed transferee if known or otherwise the means of transfer, (iii) the Xxxx Notes or Xxxx Shares to be transferred and (iv) the purchase price in terms of payment for which the Offeror proposes to transfer such Xxxx Notes or Xxxx Shares.
13.2. Within seven (7) days after receipt of the Offer Notice, Xxxx shall notify the Offeror in writing of its desire to purchase all or any portion of the Xxxx Notes or Xxxx Shares being so transferred, and within such 7-day period, Xxxx shall have the first right to purchase such Xxxx Notes or Xxxx Shares upon the price and terms of payment designated in the Offer Notice. If the Offer Notice provides for the payment of non-cash consideration, Xxxx xxx elect to pay the consideration in cash equal to the present fair market value of the non-cash consideration offered. If Xxxx elects to exercise its first right to purchase, it shall deliver the purchase price to the Offeror either (1) at the time specified in the Offer Notice or (2) within ninety (90) days after the date of delivery of the Offer Notice, provided the buyer is the same party identified in the Offer Notice, whichever is greater, except that, in the case of any Xxxx Shares held by Phemus, the 7-day and 90-day periods referred to above shall instead be 24-hours and 30 days, respectively.
13.3. If Xxxx elects not to purchase all of the Xxxx Notes or Xxxx Shares designated in the Offer Notice, then the Offeror may transfer the Xxxx Notes or Xxxx Shares with respect to which Xxxx has elected not to exercise its right of first refusal in the manner described in the Offer Notice, providing such transfer (i) is completed within the time period specified in Section 13.2, and (ii) is made at the price, on the terms and to the same buyer designated in the Offer Notice. If such Xxxx Notes or Xxxx Shares are not so transferred, the Offeror must give notice in accordance with this Article 13 prior to any other or subsequent transfer of such Xxxx Notes or Xxxx Shares.
13.4. The Xxxx Notes and Xxxx Shares sha...
Right of First Purchase. 6.1 The Licensor shall give the Licensee a first right of purchase for the IP Rights, and the associated technology for so long as this License Agreement is in effect, in the event that:
(a) the Licensor, or a majority interest in the Licensor, is sold,
(b) the Licensor intends to sell the IP Rights, and the associated technology or
(c) the Licensor effects any:
(i) merger or consolidation of the Licensor with or into another entity,
(ii) sale of all or substantially all of its assets in one or a series of related transactions,
(iii) tender offer or exchange offer (whether by the Licensor or any or another entity) is completed pursuant to which the Licensor’s shareholders are permitted to tender or exchange their shares for other securities, cash or property,
(iv) reclassification of its shares or any compulsory share exchange pursuant to which the Licensor’s shares are effectively converted into or exchanged for other securities, cash or property , or
(d) the Licensee or the majority interest in the Licensee is being acquired by a company in which the present shareholders of the Licensee are not part of. However, clauses (iii) and (iv) above will only be applicable if the available shares pursuant to the tender offer or exchange offer represent more than the majority of the shares of the Licensor. (collectively, the “ROFP Events”).
6.2 The right of first purchase may be exercised by the Licensee within 30 days following notice of a ROFP Event by notifying the Licensor in writing. The purchase price of the IP Rights and the associated technology shall be the aggregate amount due under Section 5 ..
Right of First Purchase. The Shareholder agrees that he will not sell, give, encumber, pledge or otherwise transfer, assign, or dispose of either voluntarily or involuntarily, or by operation of law (collectively a "Transfer"), all or any part of the Shares which he now owns or may hereafter acquire (except as otherwise permitted or required herein) without the consent of the Corporation.
Right of First Purchase. Upon the request by the Partnership, SteepRock shall provide to the Partnership such information regarding the Existing SteepRock Assets as may be reasonably requested by the Partnership, including, copies of any documents evidencing or relating to such Existing SteepRock Assets. If SteepRock proposes to sell or transfer all or any portion of the Existing SteepRock Assets (or provide exclusivity regarding such Existing SteepRock Asset in connection with a potential sale or transfer of such asset) to any Person that is not an Affiliate of SteepRock (provided that any Affiliate to which Existing SteepRock Assets are transferred agrees to be bound by the provisions of this Section 2.03), prior to effecting any such sale or transfer, entering into any agreement for any such sale or transfer or providing any exclusivity regarding such Existing SteepRock Asset, SteepRock shall first offer the Partnership the right to cause SR Mezz to purchase the applicable Existing SteepRock Asset for the price that SteepRock proposes to transfer or sell such Existing SteepRock Asset. If the Partnership and SteepRock reach an agreement on the sale and purchase of such Existing SteepRock Assets, SteepRock and SR Mezz will then be legally obligated to consummate the purchase and sale contemplated by such agreement and shall use its reasonable best efforts to: (i) secure any required governmental authorization; (ii) comply as soon as reasonably practicable with all applicable legal requirements; and (iii) take all such other actions and to execute such additional documents as are reasonably necessary or appropriate to consummate the purchase and sale of such Existing SteepRock Assets as promptly as practicable. To the extent that any Existing SteepRock Asset is purchased by SR Mezz in exchange for Common Units, the unfunded portion of the SteepRock Aggregate Equity Commitment shall be reduced by the amount of the purchase price paid by the Partnership for such Existing SteepRock Asset.
Right of First Purchase. (1) If a transfer of any Business is contemplated, the Reinsurer or any subsequent transferor, must first offer the Business proposed to be transferred to the Company as follows.
(2) The transferor must give written notice (the “Notice”) to the Company stating the name of the proposed transferee and all the terms and conditions of the proposed transfer and offering to transfer the Business on those terms to the Company. For 90 days following receipt of the Notice (the “Purchase Period”), the Company shall have the right to purchase the Business proposed to be transferred on the same terms and conditions as set forth in the Notice. If at the end of the Purchase Period the Company has not accepted this offer, the Company shall execute a document stating that it consents to the proposed transfer. The proposed transfer must then be completed within 90 days following the expiration of the Purchase Period to the person named in the Notice on substantially the same terms and conditions as set out in the Notice. The Company shall be given a true and correct copy of all closing documents. If the proposed transfer is not completed by the end of the 90th day following the expiration of the Purchase Period, transferor must submit a new written notice to the Company and follow the other rules set forth above, in order to comply with the restrictions in this Paragraph.
(3) Regardless of the failure of the Company to exercise its right to purchase any business under this Article VIII, the restrictions contained in this Paragraph continue to apply to all persons who hold or may hold any interest in this Agreement and to any subsequent transfers of business reinsured hereunder.
Right of First Purchase. The Shareholder shall not transfer, encumber, or otherwise dispose of (by sale, pledge, gift, devise, or other disposition) any shares of the Corporation's capital stock now or hereafter held of record or beneficially owned by him or her unless the Shareholder shall have complied with the following procedure:
(a) The Shareholder shall give TMMC written notice of his or her intent to dispose of such shares, and such notice shall be deemed to be an offer to sell such shares to a designee of TMMC subject to acceptance and pursuant to the price and terms provided in this paragraph 4. Any such designee of TMMC must be a duly licensed physician in the State of California.
(b) Any offer made pursuant to this paragraph 4 may be accepted by a designee of TMMC by giving written notice of such acceptance to the Shareholder not later than the ninetieth (90th) calendar day after the offer was given. The designee of TMMC may accept the offer only as to all of the shares offered.
(c) The price of each share offered and purchased pursuant to this paragraph 4 shall be $1.00.
(d) The closing of the shares offered and purchased pursuant to this paragraph 4 shall take place not later than fifteen (15) days after the date for timely acceptance of the offer to sell. A certificate in transferable form for the number of shares offered and purchased shall be delivered against payment of the purchase price thereof.
Right of First Purchase. The Company hereby grants to Purchaser the ----------------------- right to first purchase for a number of shares of the same class of New Securities (as defined in this paragraph 10.1) which the Company may, from time to time, propose to sell and issue. Purchaser shall be entitled to purchase a number of shares of the class of New Securities sufficient to maintain its Pro Rata Ownership in the Company after taking into account the proposed issuance by the Company "Pro Rata Ownership" at any given time means the following ratio:
