Right of First Refusal and Co-Sale. In the event that a Founder desires to sell (or otherwise transfer) (a “Transferring Founder”), and has received a bona fide offer in writing from an unaffiliated third party to buy, any Shares (a “Transfer”), the Transferring Founder shall first notify the Company and each of the Investors in writing of the proposed Transfer (the “Transfer Notice”). Each Transfer Notice shall contain all material terms of the proposed Transfer, including, without limitation, a copy of the written offer received, the name and address of the prospective purchaser (or transferee), the purchase price and terms of payment, the date and place of the proposed Transfer, and the number and description of Shares proposed to be Transferred by the Transferring Founder (the “Offered Shares”).
Right of First Refusal and Co-Sale. Notwithstanding anything to the contrary, the Shares issuable upon exercise of the Warrant shall be subject to the terms and conditions of that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of August 29, 2014 (the "Right of First Refusal and Co-Sale Agreement"), by and among the Company, the Investors (as defined therein) and the Major Security holders (as defined therein), as may be amended from time to time. Subject to the terms and conditions of the Right of First Refusal and Co-Sale Agreement, the Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO- SALE ARE BINDING ON TRANSFEREES OF THESE SHARES.
Right of First Refusal and Co-Sale. 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right.
Right of First Refusal and Co-Sale. Except for transfer to affiliates, the Company first and existing investors second have a right of first refusal with respect to any shares proposed to be sold by Stratec. Before Stratec may sell any shares of Series A-3 Preferred Stock, they will give the investors an opportunity to participate in such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority of the holders of the Series A-1 and A-2 Preferred Stock (or the Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree to sell their shares to an entity or person not affiliated with the sellers, Stratec will sell their shares to such entity of person on the same terms and conditions. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. EXHIBIT 6 FORM OF WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. QUANTERIX CORPORATION SERIES A-3 PREFERRED STOCK PURCHASE WARRANT No. W-[ ] Date of Issuance: , 2011 Expiration Date: , 2016 This Warrant is issued by Quanterix Corporation, a Delaware corporation (the “Company”), pursuant to the terms of that certain STRATEC Development Services and Equity Participation Agreement (the “Development Agreement”) dated August 15, 2011 by and between the Company and Stratec Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany (the “Holder”). The Holder is entitled, subject to the terms set forth below, to purchase from the Company any time or from time to time during the Exercise Period (as hereinafter defined) that number of fully paid and nonassessable shares of Series A-3 Preferred Stock (as hereinafter defined) as is equal to the Warrant Number (as hereinafter de...
Right of First Refusal and Co-Sale. 17.1 Right of First Refusal. Without limiting the restrictions set forth in Article 16.1, if any Founder or the Key Shareholder ("Selling Shareholder") decides to Transfer all or part of the Shares other than the Founder Transfer Shares, held by such Selling Shareholder ("Transfer Shares") to any person ("Intending Purchaser"), all other Founders ("Remaining Founders") and all of the Investors shall have a right to purchase such portion of the Transfer Shares in proportion to the Shareholding of the Remaining Founders and Investors, on a Fully Diluted Basis (without consideration of Shares held by any other Shareholders or reserved for issuance pursuant to the ESOP Pool, ESOP Trust or the Perfint Founders and Key Employees Trust to the extent unallocated or unissued) at the same price and on the same terms and conditions as those offered to the Intending Purchaser ("Right of First Refu xxx") .
Right of First Refusal and Co-Sale. (a) Upon the expiration of the 24-month period described in Section 10.1(b) above, subject to Sections 11.2 and 11.4, and provided that an IPO has not occurred, an Equity Owner which desires to sell all or any portion of its Ownership Interest to a third party purchaser other than a Member shall obtain from such third party purchaser ("Third Party Purchaser") a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor ("Third Party Offer").
Right of First Refusal and Co-Sale. (i) Except as set forth herein no Stockholder or Permitted Transferee of Stockholder may sell any shares of Restricted Stock other than in a Permitted Transfer.
Right of First Refusal and Co-Sale. 29 Section 6.1 Right of First Refusal 29 Section 6.2 Right of Co-Sale 32 Section 6.3 Effect of Failure to Comply 33 Section 6.4 Exemptions 33 TABLE OF CONTENTS Page ARTICLE 7 PREEMPTIVE RIGHTS 34 Section 7.1 Right of First Offer 34 Section 7.2 Exempt Offerings 35 ARTICLE 8 DRAG-ALONG RIGHT 35 Section 8.1 Actions to be Taken 35 Section 8.2 Conditions 37 Section 8.3 Necessary Action by Stockholders and the Corporation Relating to the Drag-Along Right 38 Section 8.4 Exemption 38 ARTICLE 9 REPRESENTATIONS AND WARRANTIES 39 Section 9.1 Binding Obligation 39 Section 9.2 Organization 39 Section 9.3 Authority 39 Section 9.4 No Conflict 39 Section 9.5 Accredited Investor 39 ARTICLE 10 AMENDMENTS AND WAIVERS 39 Section 10.1 Amendments and Waivers 39 Section 10.2 Delays or Omissions 40 ARTICLE 11 TERMINATION 41 Section 11.1 Events of Termination 41 Section 11.2 Transfer of All Securities 41 ARTICLE 12 MISCELLANEOUS PROVISIONS 41 Section 12.1 Governing Documents 41 Section 12.2 Freedom to Pursue Opportunities 41 Section 12.3 Counterparts 42 Section 12.4 Binding Agreement 42 Section 12.5 Interpretation 42 Section 12.6 Fees and Expenses 43 Section 12.7 Severability 43 Section 12.8 Notices 43 Section 12.9 Entire Agreement 44 Section 12.10 Legends 45 Section 12.11 Additional Parties 46 Section 12.12 No Third Party Beneficiaries 46 Section 12.13 Governing Law 46 TABLE OF CONTENTS Page Section 12.14 Waiver of Jury Trial 46 Section 12.15 Equitable Remedies 47 Section 12.16 Recapitalization 47 Section 12.17 Aggregation of Shares; Apportionment 47 Section 12.18 Deemed Execution; Effectiveness 47 Section 12.19 Enabling Provision 47 Section 12.20 Spousal Consents 47 Section 12.21 Further Assurances 48 Section 12.22 Restrictions on Other Agreements 48 * * * EXHIBIT A Form of Joinder Agreement EXHIBIT B Form of Spousal Consent and Proxy EXHIBIT C Form of Transfer Certificate STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is adopted and entered into as of June 11, 2024 (the “Effective Date”), by and among WeWork Inc., a Delaware corporation (the “Corporation”), each of the holders of shares of Common Stock (as defined below) as of the Effective Date, each of which, pursuant to Section 12.18, is deemed to have entered into this Agreement pursuant to the Plan (as defined below) regardless of whether such holder has actually executed this Agreement (the “Initial Stockholders”), and each ...
Right of First Refusal and Co-Sale. Each Ordinary Shareholder shall, on the terms and conditions set forth below, have the right to purchase up to its pro rata portion, as determined below, of any equity interest of IAPL offered for Transfer (as defined below) by another Ordinary Shareholder (a “Selling Shareholder”) on the same price and terms and conditions as the Selling Shareholder offers such equity interest (the “Offered Shares”) to the potential purchasers, or Transfer its Ordinary Shares in the proposed sale on a pro rata basis (the “Refusal and Co-Sale Right”). Determination of the Ordinary Shareholder’s pro rata portion pursuant to the Refusal and Co-Sale Right shall be based on the Ordinary Shareholder’s percentage of ownership of IAPL’s issued and outstanding Ordinary Shares held at the time of the Selling Shareholder’s offer.
Right of First Refusal and Co-Sale. General. Subject to the rights conferred on the Investors in clause 3.2.3 and the provisions of Clause 10.1 and 10.2, each Promoter and Existing Shareholder and/or any employee shareholder (for this Clause “Selling Shareholder”) hereby unconditionally and irrevocably grants to the Investors (“Right Holders”) a right (“Right of First Refusal”) to purchase all or a portion of the Shares that such Selling Shareholder may propose to Transfer (“Sale Shares”).
