Common use of Right of First Refusal and Co-Sale Clause in Contracts

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. 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. No. W-[ ] 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 defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

Appears in 2 contracts

Samples: Development Services and Equity Participation Agreement (Quanterix Corp), Development Services and Equity Participation Agreement (Quanterix Corp)

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Right of First Refusal and Co-Sale. Except for 2.1 Senior Investor Right of First Refusal; Senior Investor Co-Sale Right. (a) Senior Investor Right of First Refusal. If an Investor proposes to sell, pledge, or otherwise transfer to affiliatesany of the Company’s Preference Shares now owned or subsequently acquired by such Investor or any interest therein (the “Investor Sale Shares,” and such Investor, the Company first “Selling Investor”) to any person or entity, then holders of Series E Shares, Series F Shares and existing investors second Series G Shares (each a “Senior Investor,” and collectively, the “Senior Investors”) shall have a right of first refusal with respect (the “Senior Investor ROFR”) 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 purchase some or all of the holders Investor Sale Shares. The Selling Investor shall give a written notice to the Company and the Senior Investors describing fully the proposed transfer including the number of Investor Sale Shares, the proposed transfer price, the name and address of the Series A-1 proposed transferee (the “ROFR Notice”). The ROFR Notice shall be signed both by the Selling Investor and A-2 Preferred Stock by the proposed transferee and must constitute a binding commitment of both such parties for the transfer of the Investor Sale Shares. Each Senior Investor shall have 20 business days after the date the ROFR Notice is delivered in which to purchase up to its Senior Investor Pro Rata Share (or as defined below) of the Common Stock received on conversion of such Series A-1 or A-2 Preferred Stock) agree Investor Sale Shares subject to sell their shares to an entity or person not affiliated with the sellers, Stratec will sell their shares to such entity of person ROFR Notice on the same terms and conditionsconditions as set forth therein. 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. No. W-[ ] This Warrant is issued The Senior Investors shall exercise this right by Quanterix Corporation, delivery of a Delaware corporation notice of exercise (the “CompanyROFR Exercise Notice) to the Selling Investor within 20 business days after the date the ROFR Notice is delivered. The ROFR Exercise Notice shall indicate the number of Investor Sale Shares (which may be some or all of a Senior Investor’s Senior Investor Pro Rata Share) the Senior Investors wish to purchase pursuant to this Senior Investor ROFR. To the extent the Senior Investors exercise their Senior Investor ROFR in accordance with the terms and conditions set forth herein, the number of Investor Sale Shares that the Selling Investor may sell to the proposed transferee in the transaction shall be correspondingly reduced. In the event of any Senior Investor not exercising its Senior Investor ROFR in respect of all of its Senior Investor Pro Rata Share of the Investor Sale Shares, the Investor Sale Shares not purchased by such Senior Investor shall be offered by the Selling Investor proportionately to the other Senior Investors who have exercised their respective Senior Investor ROFR in full (and who have indicated in their ROFR Exercise Notice their willingness to purchase any unaccepted Investor Sale Shares) and such offer shall specify a period of 20 business days within which such offer if not accepted will be deemed declined. For purposes of this Section 2.1(a), pursuant a Senior Investor’s “Senior Investor Pro Rata Share” shall be that proportion that the number of Ordinary Shares issued or issuable upon conversion of the Preference Shares held by such Senior Investor bears to the terms total number 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 Ordinary Shares issued or issuable upon conversion of the Federal Republic of Germany Preference Shares held by all Senior Investors (excluding the “Holder”Preference Shares held by the Selling Investor, if the Selling Investor is a Senior Investor). 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 defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Loyalty Alliance Enterprise Corp), Investors’ Rights Agreement (Loyalty Alliance Enterprise Corp)

Right of First Refusal and Co-Sale. Except for transfer 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 affiliatesTransfer 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 Company first and existing investors second Investors shall 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 purchase such sale. Take along rights: Stratec will enter into an agreement that if the Board of Directors and a majority portion of the holders Transfer Shares in proportion to the Shareholding of the Series A-1 Remaining Founders and A-2 Preferred Stock 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 Common Stock received on conversion of such Series A-1 Perfint Founders and Key Employees Trust to the extent unallocated or A-2 Preferred Stockunissued) agree to sell their shares to an entity or person not affiliated with at the sellers, Stratec will sell their shares to such entity of person same price and on the same terms and conditionsconditions as those offered to the Intending Purchaser ("Right of First Refu xxx") . 17.2 Procedure pertaining to Right of First Refusal. 17.2.1. 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 RESALEThe Selling Shareholder proposing to Transfer any Shares shall deliver to each of the Remaining Founders ("Transfer Notice") offering the Transfer Shares to be bought by the Remaining Founders and InvestorsThe Transfer Notice shall contain the name of the Intending Purchaser, AND MAY NOT BE SOLDwho shall be a bonafide purchaser in value to whom such Selling Shareholder proposes to sell the Transfer Shares, 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. No. W-[ ] This Warrant is issued by Quanterix Corporation, the price which shall be on a Delaware corporation (the “Company”), pursuant to cash only basis and the terms of that certain STRATEC Development Services and Equity Participation Agreement the payment. Each of the Remaining Founders and/or Investors, as the case maybe, may exercise its Right of First Refusal with respect to all of Transfer Shares by giving a written notice to the Selling Shareholder ("Acceptance Notice") within thirty (30) days after delivery of the “Development Agreement”Transfer Notice ("Acceptance Period") dated August 15. If the Remaining Founders or any of the Investors' nominee exercises their Right of First Refusal, 2011 the Selling Shareholder shall not sell the Transfer Shares to any person other than the Remaining Founders and/or the Investor or their nominees. This procedure shall be repeated until all the Transfer Shares are either accepted by and between the Remaining Founders or Investors or any of them or finally rejected. 17.2.2. In the event all Transfer Shares have not been purchased by the Remaining Founders or the Investors in accordance with Article 17.2.1, the Company and Stratec Biomedical Systems AG, may buy back such Transfer Shares at a stock corporation formed price not higher than the price mentioned in the Transfer Notice. 17.3 The exercise or election by an Investor or failure to exercise their Right of First Refusal with respect to a particular proposed Transfer shall not adversely affect their respective rights under the laws this Article 17 with respect to any other Transfers 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 same 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 defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:other Selling Shareholder Shares.

Appears in 1 contract

Samples: Articles of Association

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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. (ii) Subject to this Section 3, whenever and as often as any Stockholder or a Permitted Transferee of any Stockholder desires to sell any shares of Restricted Stock pursuant to a bona fide written offer to purchase such shares other than in a Permitted Transfer, such Person (the "Selling Holder" for transfer purposes of this Paragraph 3(b)) shall give written notice (the "Notice") to affiliatesthe Company, and to each other Stockholder (each an "Offeree") to such effect, enclosing a copy of such offer and specifying the number of shares of Restricted Stock which the Selling Holder desires to sell, the name of the person or persons to whom the Selling Holder desires to make such sale and the consideration per share of Common Stock which has been offered in connection with such offer. In the event such consideration includes non-cash consideration, the dollar value of such non-cash consideration shall be its fair market value, as determined by the Board of Directors. (iii) Upon receipt of the notice, the Company shall have the first right and existing investors second have a right of first refusal with respect option to any purchase the shares proposed to be sold for cash at the purchase price per share specified in the Notice, exercisable for ten (10) Business Days after receipt of the Notice. Failure of the Company to respond to such Notice within such 10-day period shall be deemed to constitute a notification to the Selling Holder and the Offerees of the Company's decision not to exercise the first right and option to purchase such shares under this Paragraph 3(b)(iii). The Company may exercise its right and option to purchase such Restricted Stock by Stratecgiving written notice of exercise to the Selling Holder within such 10-day period, specifying the date (not later than three Business Days from the date of such notice) upon which payment of the purchase price for the shares shall be made. Before Stratec may sell any The Selling Holder shall deliver to the Company's principal office, on or before the payment date specified in such notice, the certificate or certificates representing the shares being purchased by the Company, properly endorsed for -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 5 (INFINITY/ORIX) transfer, against payment of the purchase price therefor by the Company in immediately available funds. (iv) In the event that all of the shares of Series A-3 Preferred StockRestricted Stock proposed to be transferred are not purchased by the Company, they will give the investors an opportunity Offerees shall have the right and option to participate in such sale. Take along rights: Stratec will enter into an agreement that if purchase the Board of Directors shares not purchased by the Company for cash at the purchase price 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 as specified in the Notice to the Company, pro rata according to their respective holdings of Common Equivalents, exercisable for five Business Days after the expiration of the 10-day period during which the Company may exercise its option pursuant to Paragraph 3(b)(iii). Failure of any Offeree to respond to the Notice within such five-day period shall be deemed to constitute a notification to the Selling Holder of such Offeree's decision not to exercise the first right and conditionsoption to purchase shares of Restricted Stock under this Paragraph 3(b)(iv). THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSIf any Offeree fails to exercise its first right and option to purchase its full pro rata shares of the shares of Restricted Stock proposed to be transferred, the Selling Holder shall give written notice to each of the other Offerees who has elected to purchase its full pro rata share of the shares of Restricted Stock proposed to be transferred, and each such Offeree shall have the right, exercisable for a period of three Business Days from the date of receipt of such notice, to purchase the remaining shares of Restricted Stock, pro rata according to the Common Equivalents held by all such electing Offerees or in such other proportions as they may agree upon. (v) The Offerees may exercise the right and option provided under Paragraph 3(b)(iv) by giving written notice of exercise to the Selling Holder within the period or periods set forth above, specifying the date (not later than five Business Days from the date of expiration of all applicable first right and options to purchase shares under Paragraphs 3(b)(ii) and 3(b)(iv)) upon which payment of the purchase price for the shares purchased under Paragraphs 3(b)(iv) shall be made. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALEThe Selling Holder shall deliver to the Offeree(s) at the Company's principal office, AND MAY NOT BE SOLDat least one day prior to the payment date, MORTGAGEDwire transfer instructions, PLEDGEDand on or before the payment date specified in such notice, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSthe certificate or certificates representing such shares, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. No. W-[ ] This Warrant is issued properly endorsed for transfer, against payment of the purchase price therefor by Quanterix Corporation, a Delaware corporation the Offeree(s) in immediately available funds. (vi) If all the “Company”shares of Restricted Stock proposed to be transferred are not purchased by the Offerees and the Company in accordance with this Paragraph 3(b), pursuant the Selling Holder shall not be required to sell any of the shares of Restricted Stock proposed to be transferred to the terms of that certain STRATEC Development Services Offerees or to the Company, and Equity Participation Agreement (during the “Development Agreement”) dated August 15, 2011 by and between 90-day period commencing on the Company and Stratec Biomedical Systems AG, a stock corporation formed under the laws expiration of the Federal Republic rights and options provided for in this paragraph, may sell all (but not less than all) of Germany such shares to the transferee named in the Notice for a consideration equal to or greater -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 6 (INFINITY/ORIX) than the “Holder”). The Holder is entitled, consideration specified in the Notice subject to the terms set forth and conditions of Paragraph 3(b)(vii) below. (vii) Each Stockholder, at such Stockholder's option, may elect either to exercise the right and option to purchase from shares of Restricted Stock proposed to be transferred under Paragraph 3(b)(iv) or to participate in the Company any time or from time sale to time during the Exercise Period (as hereinafter defined) that prospective purchaser pursuant to this Paragraph 3(b)(vii). The Selling Holder will use best efforts to arrange for the sale to the prospective purchaser by each such Stockholder of the number of fully paid and nonassessable shares of Series A-3 Preferred Common Stock (as hereinafter defined) as is equal which bears the same proportion to the Warrant Number (total number of shares of Common Stock owned by such Stockholder as hereinafter defined)the number of shares of Restricted Stock being sold by the Selling Holder bears to the total number of shares of Restricted Stock owned by the Selling Holder and such other Stockholder, at a the purchase price per share as and on the terms and conditions specified in the Notice. If the prospective purchaser will not purchase all the shares of Restricted Stock which the Selling Holder wishes to sell together with the number of shares of Common Stock that Stockholders wish to sell pursuant to this Paragraph 3(b)(vii), the number of shares which the Selling Holder and such Stockholders shall be entitled to sell to such prospective purchaser shall be a number of shares equal to the Purchase Price (number of shares which the prospective purchaser desires to purchase times a fraction, the numerator of which is the number of shares of Common Stock owned by the Selling Holder or each Stockholder, as hereinafter defined) in effect at applicable and the time denominator of which is the aggregate number of shares of Common Stock held by the Selling Holder and all such Stockholders. A Stockholder may exercise its right under this paragraph by written notice given within 15 Business Days after receipt of the exercise of this Series A-3 Preferred Stock Purchase Warrant (the “Warrant”). The Purchase Price is subject to adjustment as provided in this Warrant. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:Notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eventures Group Inc)

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