Right of First Refusal on Dispositions Sample Clauses

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. (b) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.
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Right of First Refusal on Dispositions. If at any time any Management Stockholder desires to Transfer all, but not less than all, of the Stock owned by such Stockholder (a "Selling Stockholder") to a third party (other than by a Permitted Transfer), the following provisions shall apply: (a) The Selling Stockholder shall give written notice (the "Offer Notice") of the proposed transaction to the Company, identifying the proposed Transferee and setting forth the terms of the proposed transaction, which shall be limited to transactions involving cash against delivery of the Stock. The giving by a Selling Stockholder of an Offer Notice shall be deemed to be an offer to the Company Stockholders to Transfer Stock on the same terms and conditions and at the same price at which the Selling Stockholder is proposing to Transfer such Stock to such third party (the "Offer"). (b) If the Company desires to purchase any or all of the Stock offered for sale, it must accept the Offer within 20 days of receipt of such Offer Notice by giving notice of the acceptance to the Selling Stockholder. The Company may assign its right to purchase any or all of the offered Stock to any other person or persons in the Company's sole discretion. (c) Settlement for any Stock purchased by the Company shall be within 30 days of the date of its acceptance of the Offer. (d) If after compliance with the foregoing provisions, the Company does not purchase all of the Stock covered by an Offer Notice, the Selling Stockholder may, within 30 days from the date of the expiration of the 20-day acceptance period specified in Section 3.2(b), Transfer all, but not less than all, of the remaining Stock to such third party at the price and on the terms set forth in its Offer Notice, subject to Section 3.3. If such Stock is not so sold within such 30-day period, the Selling Stockholder shall not Transfer such Stock without again giving an Offer Notice under this Section 3.2.
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Right of First Refusal on Dispositions. If at any time any Common Stockholder desires to Transfer all, but not less than all, of the Stock owned by such Stockholder (a "Selling Stockholder") to a third party (other than by a Permitted Transfer), the following provisions shall apply: (a) The Selling Stockholder shall give written notice (the "Offer
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Right of First Refusal on Dispositions. If at any time a Management Shareholder (a "Selling Management Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Management Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the non-selling Shareholders (the "Other Shareholders") to sell such Shares (the "Offered Shares") to the Company and the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Management Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Management Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii), if all such Offered Shares are not purchased by the Company and the Other Shareholders, the Other Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof.
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Right of First Refusal on Dispositions. (i) The non-Selling Investors shall have the right, exercisable within five business days of their receipt of the Offer, to acquire all, but not less than all, of the Offered Securities, for the price and upon the other terms and conditions set forth in the Offer. If the Selling Investor is (A) either Links or Inland, then Global shall have the right to purchase 57 1/3% of the Offered Securities, Global-Bermuda shall have the right to purchase 9 1/3% of the Offered Securities and the other non-Selling Investor shall have the right to purchase 33 1/3% of the Offered Securities, (B) Global, Links shall have the right to purchase 43.86% of the Offered Securities, Inland shall have the right to purchase 43.86% of the Offered Securities and Global-Bermuda shall have the right to purchase 12.28% of the Offered Securities, or (C) Global-Bermuda, Links shall have the right to purchase 26.88% of the Offered Securities, Inland shall have the right to purchase 26.88% of the Offered Securities and Global shall have the right to purchase 46.24% of the Offered Securities, provided that, in -------- ---- any case, the non-Selling Investors may allocate the number of Offered Securities to be purchased by them as they may otherwise agree (it being understood that the right to purchase Offered Securities pursuant to this Section 5(c) may be exercised only if one or more of the non-Selling Investors purchase all, but not less than all, of the Offered Securities). (ii) Each non-Selling Investor who elects to exercise its right to purchase Offered Securities shall deliver both a written and a telephonic notice to the Selling Investor ("Notice of Election") and to the other non-Selling Investor within five business days after receipt by such non-Selling Investor of the Offer (provided, however, that any failure by a -------- ------- non-Selling Investor to give telephonic notice shall not render a written Notice of Election invalid). If the Selling Investor is (A) either Global or Global-Bermuda, and Global-Bermuda or Global, as the case may be, does not elect to purchase its portion of the Offered Securities as contemplated in clause (i) above, then each of Links and Inland shall have the option, exercisable by so specifying in its Notice of Election, to purchase all, but not less than all, of the Offered Securities not purchased by Global or Global-Bermuda, as the case may be, in such proportions as Links and Inland shall agree, or (B) either Links or Inland, and Inland or Li...
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Right of First Refusal on Dispositions. (a) Except for the transfers permitted in Section 2, if at any time a Current Shareholder (a "Selling Current Shareholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Current Shareholder shall submit a written offer (the "Offer") by delivering the Offer to the Company and the other Shareholders (the "Other Shareholders"), to sell such Shares (the "Offered Shares") to the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Current Shareholder proposes to sell such Offered
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Right of First Refusal on Dispositions. Except as otherwise permitted in Section 2.1 or as contemplated by Article III, a Stockholder may Transfer all or any portion of the Stock owned by it at any time to any other Person only in strict accordance with the following restrictions and after complying in all respects with the following procedures:
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Right of First Refusal on Dispositions 
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Related to Right of First Refusal on Dispositions

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Right of First Offer Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall not be required to provide any security deposit if (i) Tenant is not then otherwise required to provide any security deposit with respect to the then current Premises, and (ii) Tenant’s net worth at the time the First Right is exercised is not less than 90% of its net worth as of the date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and the Economic Terms shall be upon the same economic terms as the original Premises leased hereunder (including without limitation, the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to any third party tenant in the Building, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the other First Right Space.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

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