Right of Refusal on Dispositions Sample Clauses

Right of Refusal on Dispositions. Except for Permitted Transfers in accordance with Section 2 above, if at any time the Employee wishes to sell, assign, transfer or otherwise dispose of any Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Shares (the "Offered Shares") to the Company and each of the Investors in accordance with the notice provisions below on terms and conditions, including price, not less favorable than those on which it proposes to sell such Shares to such third party (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of forty-five (45) days (the "Offering Period"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Offered Shares proposed to be sold or transferred, the agreed terms of the sale or transfer and any other material facts relating to the sale or transfer. Under any such Offer, the Company shall have a priority right to purchase all of the Offered Shares. Within fifteen (15) days of the effective date of the Offer, the Company shall notify the Employee and the Investors of its acceptance or rejection of the Offer. If the Company rejects the Offer or does not act on the Offer within the 15-day period, the Investors shall have the right to purchase all, but not less than all of the Offered Shares. Notice of the Company's intention to accept an Offer made hereunder shall be evidenced by a writing signed by the Company and delivered to the Employee prior to the end of such 15-day period. Each Investor shall have an option, to purchase, on a pro rata basis according to the number of Converted Shares owned by such Investor, the Offered Shares for the consideration per share and on the terms and conditions set forth in the Offer. Such option shall be exercised by delivery of written notice to the Secretary of the Company prior to the termination of the Offering Period. Each Investor may within the same period, notify the Secretary of the Company of its desire to participate in the sale of its Shares pursuant to Section 4 below on the terms set forth in the Offer, and the number of Shares it wishes to sell. In the event options to purchase have been exercised by the Investors with respect to some but not all of the Offered Shares, those Investors who have exercised their options within the Offering Period shall have an additional option, for a period of five days next succeeding the expiration of the Offering Period...
Sample 1
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Right of Refusal on Dispositions. (a) Except as set forth in Section 5 hereof, no Stockholder shall sell, assign, transfer or otherwise dispose of any Shares owned by such Stockholder to any Person unless such Stockholder shall have (i) received a bona-fide arm’s-length offer to purchase such Shares from such Person, (ii) submitted a written offer (the “Offer”) to the Company and each of the Offerees and (iii) complied with all other applicable provisions of this Section 3. Each such notice and Offer shall (1) identify the Person to which the Stockholder proposes to sell the Shares, (2) specify the material terms and conditions, including price, of the proposed sale and (3) offer first to the Company and then to the Offerees, the opportunity to purchase such Shares on terms and conditions, including price, not less favorable to the Company and the Offerees than the terms and conditions on which the Stockholder proposes to sell such Shares to any other purchaser.
Sample 1
Right of Refusal on Dispositions. (a) Neither Charlap nor Xxxxx shall sell, assign, transfer, pledge, hypothecate or otherwise dispose of any or all Shares owned by him to a third party unless the seller (i) shall have received a bona-fide arm's length offer to purchase such Shares from such third party and (ii) first submits a written offer (an "Offer") to the other Principal Stockholder identifying the third party to whom such Shares are proposed to be sold and the terms of the proposed sale and offering to him the opportunity to purchase such Shares on terms and conditions, including price, not less favorable to him than those on which the selling Principal Stockholder proposes to sell such Shares to such other purchaser. In the event that the other Principal Stockholder elects to purchase the Shares so offered, the parties shall comply with the provisions of Section 2(c) this Agreement. In the event or to the extent that the other Principal Stockholder does not wish to purchase the shares so offered, then such shares shall be subject to the provisions of Section 2(b) of this Agreement; provided, however, that the aggregate of all purchases by Xxxxx of Shares proposed to be sold by Charlap under this Section 2(a) shall not exceed ten percent (10%) of the then issued and outstanding shares of Common Stock.
Sample 1

Related to Right of Refusal on Dispositions

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Disposition of Proceeds on Exercise of Warrants A. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of shares of the Company's stock through the exercise of such Warrants.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Notice of Disposition of Collateral Debtor hereby agrees that notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if sent to Debtor, addressed as set forth in Article X, at least ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made.

  • Notice of Intended Disposition In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • NOTICE OF SALES UPON DISQUALIFYING DISPOSITION The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

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