Right of First Refusal; Tag Along Right Sample Clauses

Right of First Refusal; Tag Along Right. Subject to the provisions of this Agreement, including Section 10.02(a) above, in case any Member (the “Selling Member”) wishes to Transfer any of its Membership Units, directly or indirectly, to any Third Party, the other Members shall have the right of first refusal to acquire all—and not less than all—of the Membership Units that such Selling Member wishes to Transfer (the “Right of First Refusal”). As long as a Member owns Membership Units representing fifty percent (50%) or less of the Company’s Membership Units, such Member shall also have the right to include in the offer of the Selling Member its own Membership Units, as per the provisions below (“Tag Along Right”). Each such right shall be exercised in accordance with the terms set forth below.
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Right of First Refusal; Tag Along Right. Subject to the provisions of this Agreement, including Section 7.2 above, in case any Shareholder (“Selling Shareholder”) wishes to Transfer any of its Shares, directly or indirectly, to any Third Party, the other Shareholder shall have the right of first refusal to acquire all-and not less than all-of the Shares to be transferred (“Right of First Refusal”). As long as any Shareholder owns Shares representing [*] or less of the Company's capital stock, such Shareholder shall also have the right to include in the offer of the Selling Shareholder its own Shares together with the Shares of the Selling Shareholder, as per the provisions below (“Tag Along Right”). Each such right shall be exercised in accordance with the terms set forth below.
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Right of First Refusal; Tag Along Right. Notwithstanding any provision contained herein to the contrary, if at any time a Member shall desire to sell all or any portion of its limited liability company interest in the Company to an unaffiliated third party purchaser (the “Third Party Purchaser”), then before any such sale may be consummated, the terms and provisions of this Section 11(e) must be complied with.
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Right of First Refusal; Tag Along Right. The Shareholders undertake not to sell part or all of the Company's shares that are or will be held by them for a period of three (3) years commencing from the Closing Date, such prohibition against sale not to apply with respect to wholly-controlled companies, first-degree family members or amongst the Shareholders of the Company between themselves on condition that the transferee will be made subject in advance and in writing to the undertakings by virtue of this Agreement in addition to the undertaking of the Shareholders. Upon the expiration of such three-year period mentioned in this clause the Purchaser will have the first right of refusal regarding any sale of the Company's shares by any of the Shareholders. It is further agreed that the Shareholders and the Purchaser will have a tag along right on a sale of shares by the other. The conditions of the first right of refusal and the tag along right will be set out in the New Articles.
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Right of First Refusal; Tag Along Right. Subject to Sections 8.01, 8.02, 8.08 and 8.09 and the restrictions in Section 8.05(f):
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Right of First Refusal; Tag Along Right. (a) Except as otherwise permitted by the terms of this Section 6.10, no Selling Shareholder shall, or shall attempt to, whether pursuant to its statutory right or otherwise, Transfer any of the Shares held by him (i) prior to the Outside Date or (ii) to any Person who is in competition with the business of the Purchaser except with the prior written consent of the Purchaser. Any Transfer of Shares attempted in violation of this Section 6.10 shall be null and void and shall not be binding upon the Company.
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Right of First Refusal; Tag Along Right. (a) The Parties agree that if, at any time on or after the fifth anniversary of the Closing Date, any one or more Wachovia Members propose to Transfer any or all of its or their outstanding Interests to one or more Third Party transferees, Wachovia, on behalf of such Wachovia Members, shall first (i) obtain a bona fide written offer from such proposed transferee(s) setting forth in reasonable detail the terms and conditions of such offer (the "Third Party Offer") and (ii) offer to Prudential to sell to the Prudential Member or Members designated by Prudential, all but not less than all of the Interests proposed to be Transferred by such Wachovia Members pursuant to the Third Party Offer (the "Offered Interests") at the same price and upon substantially the same terms and conditions as to certainty, financing support, contingent obligations and similarly material terms and without a materially longer period of time required to obtain any necessary Government Approvals as the Third Party Offer; provided that if such Third Party Offer shall provide for any non-cash consideration, in lieu thereof, the Prudential Member or Members must pay an amount in cash equal to the Appraised Value of such non-cash consideration in accordance with Section 11.2. Such offer by Wachovia to Prudential (the "Sale Offer") shall be in writing (the "Sale Notice") and irrevocable for a period (the "Election Period") of not less than 20 Business Days or, if later because of the delay in the determination of the fair market value of any non-cash consideration included in the Third Party Offer pursuant to Section 11.2, not less than 10 Business Days after such determination, shall have a copy of the Third Party Offer attached thereto, and shall include the identity of the Third Party transferee(s) and the material terms and conditions of such Third Party Offer including price and other financial terms to the extent not provided in the copy thereof attached to the Sale Notice.
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Right of First Refusal; Tag Along Right. (a) In the event that, prior to the earlier of (x) the first anniversary of the Closing Date and (y) the date on which all of the Foreman Shares have been registered under the Securities Act pxxxxxxx to an effective registration statement (the earlier of such dates, the "Extended Notification Date"), a Holder seeks to transfer any shares of Common Stock, whether voluntarily or involuntarily, except to a Permitted Transferee (as defined below) or pursuant to a De Minimis Sale (as defined below) (such Holder, in such capacity, the "Selling Holder"), such Selling Holder shall provide ninety (90) days' prior written notice of such Selling Holder's intention (the "Selling Notice") to the other Holder (in such capacity, the "Notified Holder"). The Selling Notice shall specify the number of shares of Common Stock to be transferred (the "Selling Holder Shares") and shall state the price (the "Offered Price") and all other terms of the proposed transaction.
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Right of First Refusal; Tag Along Right 
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Related to Right of First Refusal; Tag Along Right

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • 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.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • First Refusal At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

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