Right of First Refusal; Tag-Along Rights. (a) If a Stockholder (for purposes of this Section, the "Selling Stockholder") desires to sell all or any part of his Shares pursuant to a bona fide, arm's-length offer from a creditworthy third party (the "Proposed Transferee"), the Selling Stockholder shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the other Stockholders and the Company, on terms and conditions, including price, not less favorable to the other Stockholders and the Company than those on which the Selling Stockholder proposes to sell the
Right of First Refusal; Tag-Along Rights. (a) Subject to Section 3.1(a), if any Stockholder (the “Selling Holder”) proposes to Transfer any Shares (other than (i) in a Sale of the Company, (ii) an Exempt Transfer, (iii) in a Public Offering or (iv) through a redemption or share exchange provided in Section 3.3), the Selling Holder shall before such Transfer, deliver to the Company and to the other Stockholders (the “Other Holders”) at least 50 days prior written notice of such proposed Transfer (the “Sale Notice”) and the terms of such Transfer, including (A) the number of Shares to which the Transfer relates (the “Offered Shares”), (B) the name and address of the Selling Holder and proposed Transferee, (C) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Holder as may be reasonably necessary for the Other Holders to properly analyze the economic value and investment risk of such non-cash consideration), (D) the terms and conditions of payment proposed by the Selling Holder, and (E) an offer to sell all, but not less than all of the Offered Shares to such Other Holders on the same terms and conditions proposed by the Selling Holder.
Right of First Refusal; Tag-Along Rights. (a) Any Disposition of an Interest by any Member other than those permitted under Section 3.5 must follow the procedures set forth in this Section 3.6. If any Member (the “Selling Member”) desires to sell any portion of its Interest and such Selling Member shall have received a bona fide arm’s length written offer (the “Bona Fide Offer”) for the purchase of such Interest (the “Offered Interest”) for cash from a Person who is not an Affiliate of the Selling Member (the “Outside Party”) which the Selling Member desires to accept, the Selling Member shall give written notice (“Option Notice”) to the remaining Members (the “Remaining Members”) setting forth its desire to sell such Offered Interest, which notice shall be accompanied by a legible photocopy of the original executed Bona Fide Offer and shall set forth the name and address of the Outside Party and the price and terms of such offer. Upon delivery of the Option Notice, the Remaining Members shall have a non-assignable first option to purchase the Offered Interest on a pro rata basis based upon the Interest owned by such Remaining Member in relation to the aggregate Interests owned by all Remaining Members at the price and on the terms set forth in the Bona Fide Offer, which may be exercised by giving written notice to the Selling Member within 30 days after the delivery of the Option Notice or, if later, 60 days prior to the closing date set forth in the Bona Fide Offer (if any). If one or more Remaining Members fail to exercise their options to purchase the Offered Interest, the Selling Member shall promptly notify the other Remaining Members and such other Remaining Members shall have the option to purchase such Offered Interest on a pro rata basis upon the same terms as such declining Remaining Member, and shall promptly notify the Selling Member if it wishes to exercise such option. The Selling Member shall follow the procedure described in the preceding sentence on as many successive occasions as may be necessary until such time as one or more Remaining Members have elected to purchase all of the Offered Interest, or the Remaining Members have failed to exercise their options to purchase all of the Offered Interest. The entire process set forth above with respect to providing options to the Remaining Members to purchase the Offered Interest shall not extend beyond the 45th day after the delivery of the Option Notice to the Remaining Members or, if later, 45 days prior to the closing date set for...
Right of First Refusal; Tag-Along Rights. (a) In the event that RSL proposes to sell or transfer any or all of the Capital Stock which it then owns (the "RSL Offered Securities") to a third party (the "RSL Proposed Purchaser"), RSL shall give written notice (the "RSL Offer Notice") of such intention to the Non-RSL Stockholders by registered or certified mail. The RSL Offer Notice shall (i) state the name and address of the RSL Proposed Purchaser, (ii) the designation of the RSL Offered Securities and (iii) the purchase price and the other terms and conditions on which RSL proposes to sell the RSL Offered Securities to the RSL Proposed Purchaser (the "RSL Third Party Terms"). The RSL Offer Notice shall also be accompanied by a true copy of any bona fide written offer received by RSL from the RSL Proposed Purchaser.
Right of First Refusal; Tag-Along Rights. SECTION 5.3 Validity of Transfer SECTION 5.4 By-laws SECTION 5.5 Spartan License Agreement SECTION 5.6 Purchaser Reporting Obligations SECTION 5.7 Company Reporting Obligations SECTION 5.8 No Solicitation SECTION 5.9 System Marketing SECTION 5.10 US Trading Corporation License Agreement ARTICLE SIX TERMINATION OF OBLIGATIONS; SURVIVAL
Right of First Refusal; Tag-Along Rights. (a) In the event that any Stockholder (a “Transferring Stockholder”) proposes to Transfer all or part of their Company Common Stock (the “Transfer Shares”) after the Restricted Transfer Period, such Transferring Stockholder shall notify the Company and each Stockholder that holds a Minimum Interest at least 60 days prior to the date of such proposed Transfer in writing of (i) its bona fide intention to Transfer the Transfer Shares, (ii) the number of Transfer Shares to be Transferred, (iii) the price, which must be payable entirely in immediately available U.S. dollars, and other terms pursuant to which such Transferring Stockholder proposes to Transfer the Transfer Shares, (iv) the proposed date of Transfer and (v) the identity of the proposed purchaser of the Transfer Shares (“Transferee”) (the “Transfer Notice”).
Right of First Refusal; Tag-Along Rights. (a) The provisions of this Section 3.3 shall apply only to a Transferee Offer, the consideration for which is stated solely in United States Dollars and which is payable solely in cash or by promissory note payable solely in cash ("Cash Consideration"). No Shareholder may Dispose of any Shares for consideration other than Cash Consideration without obtaining the prior written consent of the other Shareholders, which consent may be given or withheld, with or without cause, in the sole and absolute discretion of such other Shareholders. The provisions of this Section 3.3 shall not apply to any Shares (i) Disposed of by a Shareholder in the Initial Public Offering (or pursuant to the Underwriters' related over-allotment option), (ii) Disposed of pursuant to an exercise of an Option granted under a Shareholder Option Agreement, or (iii) contemplated to be Disposed of pursuant to Section 3.4.
Right of First Refusal; Tag-Along Rights. (a) At any time during the five years after the effective date of the Merger, so long as Dungavel is a stockholder of the Corporation, in the event Joann or Scott (an "Insider") shall elect to sell all or any portion of thx xxxued and outstanding Common Stock owned by such Insider for cash or notes, to unaffiliated third parties other than in an open market transaction through a registered broker dealer ("Insider Sale"), Dungavel will have the right to purchase on the same terms as the proposed Insider Sale, all of such shares of Common Stock being offered in the proposed Insider Sale. The Insider shall give notice to Dungavel in writing ("Insider Notice") at least twenty business days prior to the proposed closing date of such proposed Insider Sale. The Insider Notice shall describe in reasonable detail the proposed terms of the Insider Sale including, without limitation, the number of shares of Common Stock to be sold ("Insider Shares"), the nature of such sale, the consideration to be paid, and the name and address of the Purchasers ("Purchaser"). Upon receipt of the Insider Notice, Dungavel shall have the right, but not the obligation, exercisable by written notice to the Insider within ten business days after receipt of the Insider Notice, to indicate to the Insider its desire to purchase that amount of shares of Common Stock as set forth therein on the same terms and conditions as the proposed Insider Sale. If Dungavel elects to purchase the Insider Shares, the closing for such shares will be at a time mutually agreed upon by the parties, but no later than 45 days after Dungavel's receipt of the Insider Notice.
Right of First Refusal; Tag-Along Rights. If at any time a Member (the “Selling Member”) desires to Transfer 50% or more of his, her or its Units (the “Subject Units”) to a third party pursuant to a bona fide offer to purchase for cash, or cash and notes, the following shall apply:
Right of First Refusal; Tag-Along Rights. If Chancellor or Evergreen or Hickx Xxxe desires to sell any of its shares of Common Stock pursuant to a bona fide offer, such selling stockholder will first be required to offer to sell such shares to the other stockholder on the same terms and conditions as those contained in the offer. If the other stockholder declines to exercise its right of first refusal, such stockholder will have the right to tag-along, on a pro rata basis, in such sales of Common Stock, and the number of shares to be sold by the selling stockholder shall be reduced accordingly.
