Common use of Right of First Refusal on Dispositions Clause in Contracts

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.

Appears in 2 contracts

Samples: Series a Stock Purchase Agreement (Neon Systems Inc), Stock Restriction Agreement (Neon Systems Inc)

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Right of First Refusal on Dispositions. (a) If at any time prior to the Investors -------------------------------------- consummation of an underwritten public offering of the Company's Common Stock you desire to sell for cash any or all or any part of his the Option Shares pursuant to a bona fide offer from a third party other than the Company (the "PROPOSED TRANSFEREEProposed Transferee"), the Investors you shall submit a written offer (the "OFFEROffer") to sell such Option Shares (the "OFFERED SHARESOffered Shares") to the Stockholder Company on terms and conditions, including price, not less favorable to the Stockholder than those on which the Investors you 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 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.

Appears in 1 contract

Samples: Form of Stock Option Agreement (Lifeminders Inc)

Right of First Refusal on Dispositions. (a) If at any time the Investors desire Purchaser desires to sell for cash or cash equivalents all or any part of his Shares its Shares, pursuant to a bona fide offer from a third party (the "PROPOSED TRANSFEREEProposed Transferee"), the Investors Purchaser shall submit a written offer (the "OFFEROffer") to sell such Shares (the "OFFERED SHARESOffered Shares") to the Stockholder Company on terms and conditions, including price, not less favorable to the Stockholder Company than those on which the Investors propose Purchaser proposes 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 InvestorsPurchaser, 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 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Adolor Corp)

Right of First Refusal on Dispositions. (a) If at any time the Investors you desire to sell for cash any or all or any part of his the Option Shares pursuant to a bona fide offer from a third party other than the Company (the "PROPOSED TRANSFEREEProposed Transferee"), the Investors you shall submit a written offer (the "OFFEROffer") to sell such Option Shares (the "OFFERED SHARESOffered Shares") to the Stockholder Company on terms and conditions, including price, not less favorable to the Stockholder than those on which the Investors you 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 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.

Appears in 1 contract

Samples: Employment Agreement (Liveperson Inc)

Right of First Refusal on Dispositions. (a) If at any time the Investors desire a Securityholder desires to sell for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the "PROPOSED TRANSFEREEProposed Transferee"), the Investors Securityholder shall submit a written offer (the "OFFEROffer") to sell such Shares (the "OFFERED SHARESOffered Shares") to the Stockholder Purchasers on terms and conditions, including price, not less favorable to the Stockholder Purchasers than those on which the Investors propose Securityholder proposes 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 InvestorsSecurityholder, 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 Purchasers 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.

Appears in 1 contract

Samples: Stock Restriction Agreement (Balanced Care Corp)

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Right of First Refusal on Dispositions. (a) If at any time the Investors desire Stockholder desires 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 Stockholder shall submit a written offer (the "OFFER") to sell such Shares (the "OFFERED SHARES") to the Stockholder Investors on terms and conditions, including price, price not less favorable to the Stockholder Investors than those on which the Investors propose Stockholder proposes 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 InvestorsStockholder, 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 Investors 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.

Appears in 1 contract

Samples: Stock Restriction Agreement (Neon Systems Inc)

Right of First Refusal on Dispositions. (a) If at any time the Investors desire Stockholder desires 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 Stockholder shall submit a written offer (the "OFFER") to sell such Shares (the "OFFERED SHARES") to the Stockholder Investors on terms and conditions, including price, not less favorable to the Stockholder Investors than those on which the Investors propose Stockholder proposes 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 InvestorsStockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer offer shall further state that the Stockholder Investors 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.

Appears in 1 contract

Samples: Series a Stock Purchase Agreement (Neon Systems Inc)

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