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 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 Current 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 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) that if all such Offered Shares are not purchased by the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereof.
Right of First Refusal on Dispositions. (a) If at any time the Investors desire to sell for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the "PROPOSED TRANSFEREE"), the Investors shall submit a written offer (the "OFFER") to sell such Shares (the "OFFERED SHARES") to the Stockholder on terms and conditions, including price, not less favorable to the Stockholder than those on which the Investors propose to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by the Investors, 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 that the Stockholder may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.
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.
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:
Right of First Refusal on Dispositions. (a) If at any time a Stockholder (the “Selling Stockholder”) desires to sell or otherwise Transfer all or any part of his Vested 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 Stockholders named herein and to the other stockholders who are a party to that certain Stockholders’ Agreement dated as of January 23, 2003 as set forth on Schedule 1 attached thereto, as amended from time to time (the “Stockholders’ Agreement”) (the “Other Stockholders”), to sell such Shares (the “Offered Shares”) first to the Company (or the Company’s designee) and second to any of the Other Stockholders. The Offer shall disclose the identify 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. The Offer shall further state (i) that the Company (or the Company’s designee) may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price, and upon the terms and conditions set forth therein, and (ii) that if all such Offered Shares are not purchased by the Company (or the Company’s designee), any of the Other Stockholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares not purchased by the Company (or the Company’s designee) (the “Available Offered Shares”). Any shares acquired by the Other Stockholders shall be acquired for the purchase price payable by the Company pursuant to this Section 5(a) and upon the other terms and conditions set forth therein.
Right of First Refusal on Dispositions. (a) At any time prior to (i) a Qualifying Public Offering, or (ii) a Change in Control Transaction, each as defined below, if the Employee desires to transfer all or any part of its Shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Employee shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Company on the same terms and conditions, including price, or terms as reasonably similar as possible, and in no event less favorable to the Company than those on which the Employee proposes to transfer such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be transferred, the total number of Shares owned by the Employee, the terms and conditions, including price, of the proposed transfer, and any other material facts relating to the proposed transfer. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. Should the purchase price specified in the Offer be payable in property other than cash or evidences of indebtedness, the Company shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. If Employee and the Company (or its assignees) cannot agree on such cash value with the ten (10) days after the Company's receipt of the Offer, the valuation shall be made by an appraiser of recognized standing selected by Employee and the Company.
Right of First Refusal on Dispositions. (a) The provisions of this Section 3 are subject to the rights of the Company pursuant to Section 4 hereof.
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
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).
Right of First Refusal on Dispositions. (a) The Optionee will not sell, assign, transfer, pledge, hypothecate, give away or in any other manner dispose of or encumber, whether voluntarily or by operation of law, any of the Exercised Shares until the expiration of the Repurchase Option set forth in Section 12 and thereafter unless and until the Optionee shall have complied with the provisions of this Section 14.
