Right of First Refusal; Stockholders Agreement; Voting and Registration Rights Clause Samples
The Right of First Refusal (ROFR) clause in a Stockholders Agreement grants existing shareholders the priority to purchase shares before the company offers them to outside parties. In practice, if a shareholder wishes to sell their shares, they must first offer them to the other shareholders or the company itself, typically on the same terms as a third-party offer. This mechanism helps maintain control within the current ownership group and prevents unwanted third parties from acquiring an interest in the company, thereby protecting the interests and strategic direction of existing shareholders.
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Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as set forth in the Certificate of Designation (Series B), no party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right regarding the securities of the Company. Except as set forth on Schedule 5.10, there are no provisions in the Charter Documents or any Material Contracts, which (a) may affect or restrict the voting rights of the Lender with respect to the Securities in its capacity as a stockholder of the Company, (b) restrict the ability of the Lenders, or any successor thereto or assignee or transferee thereof, to transfer the Securities, (c) would adversely affect the Company’s or any Lender’s right or ability to consummate the transactions contemplated by this Agreement or comply with the terms of the other Transaction Documents or the Certificate of Designation (Series B) and the transactions contemplated hereby or thereby, (d) require the vote of more than a majority of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a different vote under Delaware law, or (e) entitle any party to nominate or elect any director of the Company or require any of the Company’s stockholders to vote for any such nominee or other person as a director of the Company.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except pursuant to any agreement listed as an exhibit to an SEC Report, this Agreement or the other Transaction Documents, no party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right regarding the securities of the Company. Except pursuant to any agreement listed as an exhibit to an SEC Report or Schedule 5.10, there are no provisions of the Charter Documents, no Material Contracts other than the Certificate of Designation, this Agreement or the other Transaction Documents, which (a) may affect or restrict the voting rights of the Purchaser with respect to the Securities in its capacity as a stockholder of the Company, (b) restrict the ability of the Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Securities, (c) would adversely affect the Company’s or the Purchaser’s right or ability to consummate the transactions contemplated by this Agreement or comply with the terms of the other Transaction Documents or the Certificate of Designation and the transactions contemplated hereby or thereby, (d) require the vote of more than a majority of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a different vote under Delaware law, or (e) entitle any party to nominate or elect any director of the Company or require any of the Company’s stockholders to vote for any such nominee or other person as a director of the Company in each case above.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except with respect to options and warrants listed above in Section 5.1 or as provided in this Agreement and for the options granted under the Company’s stock option plans disclosed in the SEC Reports, the Company does not have any outstanding options to purchase, or any right of first refusal, right of first offer, right of co-sale, stockholder rights plan, preemptive right or other right to subscribe for or to purchase any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, or any registration right regarding the securities of the Company. There are no provisions of the Charter Documents, and no Material Contracts, other than this Agreement, that (a) may affect or restrict the voting rights of any Purchaser with respect to the Securities in its capacity as a stockholder of the Company, (b) restrict the ability of any Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Securities, (c) would adversely affect the Company’s or any Purchaser’s right or ability to consummate the transactions contemplated by this Agreement or comply with the terms of this Agreement and the transactions contemplated hereby, (d) require the vote of more than a majority of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a different vote under Delaware law, or (e) entitle any party to nominate or elect any director of the Company or require any of the Company’s stockholders to vote for any such nominee or other person as a director of the Company in each case. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities and there are no registration rights that will be triggered by the issuance of the Securities.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as provided in this Agreement or in Section 5.10 of the Company Disclosure Schedule, no party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right or any registration right regarding the securities of the Company. There are no provisions of the Company’s articles of incorporation, as amended, or Bylaws (collectively, the “Charter Documents”), and no contracts to which the Company is a party or by which the Company or its assets or properties are bound, other than this Agreement, that: (a) may affect or restrict the voting rights of any Purchaser with respect to the Shares purchased by it hereunder in its capacity as a stockholder of the Company; (b) restrict the ability of any Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Shares or the Conversion Shares; or (c) would adversely affect the Company’s or any Purchaser’s right or ability to consummate the transactions contemplated by this Agreement.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. There are no provisions of the Charter Documents, and no Material Contracts, other than this Agreement, that (a) may affect or restrict the voting rights of the Purchaser with respect to the Shares in its capacity as a stockholder of the Company, (b) restrict the ability of the Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Shares, (c) require the vote of more than a majority of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a different vote under Delaware law, or (d) entitle any party to nominate or elect any director of the Company or require any of the Company’s stockholders to vote for any such nominee or other person as a director of the Company in each case.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as set forth in the Public Record or on Schedule 3.1.15, no party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right regarding OSIL’s securities. The issuance of the OSIL Shares is not subject to any of the rights set forth on Schedule 3.1.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as described in the SEC Documents or as provided in federal or state securities laws or the Delaware General Corporation Law, or as contemplated in this Agreement or the Associated Agreements, there are no provisions of the charter or incorporation documents of Parent, and no material contracts that may: (a) alter or restrict the voting rights of the Sellers with respect to the Consideration Shares in their capacity as stockholders of Parent, (b) require the vote of more than a simple majority of the Parent’s issued and outstanding common stock, voting together as a single class, with respect to any corporate matter to be brought before the holders of common stock for a vote, or (d) entitle any party to nominate or elect any director of Parent or require any of Parent’s stockholders to vote for any such nominee or other person as a director of Parent.
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as set forth on Schedule 3.24 or as provided for in this Agreement or the other Transaction Agreements, no party has any right of first refusal, right of first offer, right of co-sale, preemptive right, anti-dilution right or other similar right regarding Equity Securities of the
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. No party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right regarding the Company's securities. There are no provisions of the Certificate of Incorporation or the By-laws of the Company or any of its Subsidiaries, no agreements to which the Company or any of its Subsidiaries is a party and no agreements by which the Company, any of its Subsidiaries or the Securities are bound, which (a) may affect or restrict the voting rights of the Purchaser with respect to the Securities in its capacity as a stockholder of the Company, (b) restrict the ability of the Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Securities, (c) would adversely affect
Right of First Refusal; Stockholders Agreement; Voting and Registration Rights. Except as provided in this Agreement, no party has any right of first refusal, right of first offer, right of co-sale, preemptive right or other similar right or any registration right regarding the securities of the Company. There are no provisions of the Charter Documents, and no Material Contracts, other than this Agreement, that (a) may affect or restrict the voting rights of the Purchaser with respect to the Shares in its capacity as a stockholder of the Company, (b) restrict the ability of the Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Shares, (c) require the vote of more than a majority of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate action, other than those matters requiring a different vote under Delaware law, or (d) entitle any party to nominate or elect any director of the Company or require any of the Company’s stockholders to vote for any such nominee or other person as a director of the Company in each case.