Right To Participate In Transfer Sample Clauses

Right To Participate In Transfer. (Tag-Along Rights). (a) If any Shareholder (the "SELLING PERSON") proposes to transfer (other than transfers (i) of shares of Common Stock or Warrants in a Public Offering, (ii) to Permitted Transferees of the Selling Person or (iii) where prior to or after giving effect to such transfer or transfers, the Selling Person and its Permitted Transferees continue to have beneficial ownership of at least 75% of the number of the securities of the type proposed to be transferred that were beneficially owned by such Selling Person as of August 3, 1998 (or such later date as such Shareholder first became a party to or bound by this Agreement)), in a transaction otherwise permitted by Section 3.4 hereof, a number of shares of Common Stock or Preferred Stock equal to or exceeding 10% of the number of such outstanding securities on a Fully Diluted basis, or Warrants, together with any Common Stock proposed to be transferred, exercisable for 10% of the Common Stock on a Fully Diluted basis, in a single transaction or in a series of related transactions (a "TAG-ALONG SALE"), the other Shareholders may, at their option, elect to exercise their rights under this Section 4.2 (each such Shareholder, a "TAGGING PERSON"); provided, however, with respect to any such transfer also governed by Section 4.1 hereof, the Shareholders holding Common Stock and Warrants (and the Company) shall have first been afforded the opportunity to acquire any Common Stock or Warrants sold in a Tag-Along Sale in accordance with the provisions of Section 4.1. Any sale by a Shareholder of Common Stock, Warrants or Preferred Stock, as the case may be, that occurs within six months of any other sale by such Shareholder of the same securities shall be conclusively deemed to be related to such previous transaction. In the event of such a proposed transfer, the Selling Person shall (after the conclusion of the relevant periods referred to in Section 4.1(d), if applicable) provide each other Shareholder written notice of the terms and conditions of such proposed transfer ("TAG-ALONG NOTICE"). The Tag-Along Notice shall identify the number and type of securities subject to the offer ("TAG-ALONG OFFER"), the cash price at which the transfer is proposed to Second Amended and Restated Investors' Agreement 19 23 be made, and all other material terms and conditions of the Tag-Along Offer. Each Tagging Person shall have the right (a "TAG-ALONG RIGHT"), exercisable by written notice ("SECTION 4.2 RESPONSE NOTICE"...
Sample 1
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Right To Participate In Transfer. 40 SECTION 4.02. RIGHT TO COMPEL PARTICIPATION IN CERTAIN TRANSFERS .......... 41 SECTION 4.03. ANTI-DILUTIVE RIGHTS ........................................ 41 ARTICLE 5 COMMON STOCK PURCHASE RIGHTS SECTION 5.01. SALE OF COMMON STOCK TO SHELL ............................... 43
Sample 1
Right To Participate In Transfer. To the extent the Company and the Investors and Founders decline to exercise their right of first refusal (set forth in Section 2.2 hereof), the Transferring Stockholder shall send a written notice (the " Second Notice") to all Investors as to their rights under this Section 2.3 within sixty (60) days of sending the TS Notice pursuant to Section 2.2. Upon receipt of the Second Notice, each Investor shall have the right (by written notice to the Transferring Stockholder and the Company to be sent within twenty (20) days after the Investor receives the Second Notice) to require the Transferring Stockholder to cause to be purchased from such Investor the number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, then held by such Investor that equals (x) the number of Sale Shares that the Transferring Stockholder proposes to transfer, multiplied by (y) the percentage determined by dividing (i) the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by the Investor by (ii) the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all of the Investors plus the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by the Transferring Stockholder. Any such purchase shall take place concurrently with the closing of the applicable Shares Transfer and in any event within ninety (90) days after receipt of the TS Notice. The foregoing restriction shall not apply to a transfer or series of transfers by an employee or employees of the Company which transfer or series of transfers results in the transfer of less than five percent (5%) of the Shares outstanding on a fully diluted basis (including, for purpose of such calculation, all Shares issuable upon exercise of outstanding options as being issued for any such employee and for outstanding Shares generally).
Sample 1
Right To Participate In Transfer. In the event the Transferring Stockholder desires to effect a Shares Transfer, other than a Permitted Transfer, then, upon receipt of the TS Notice specified in Section 2.1, each Investor shall have the right (by written notice to the Transferring Stockholder and the Company to be sent within 20 days after the Investor receives the TS Notice) to require the Transferring Stockholder to cause to be purchased from such Investor the number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock then held by such Investor that equals (x) the number of Sale Shares that the Transferring Stockholder proposes to transfer, multiplied by (y) the percentage determined by dividing (i) the number of shares of Series A Preferred Stock (or Common Stock, as the case may be) then held by the Investor by (ii) the sum of the number of shares of Series A Preferred Stock (or Common Stock, as the case may be) then held by all of the Investors plus the number of Shares then held by the Transferring Stockholder. For purposes of this Section 2.2, the Series A Preferred Stock shall be treated as if it had been converted into the number of shares of Common Stock then issuable upon such conversion. The foregoing restriction shall not apply to a transfer or series of transfers by an employee or employees of the Company which transfer or series of transfers results in the transfer of less than 5% of the Shares outstanding on a fully diluted basis (including, for purpose of such calculation, all Shares issuable upon exercise of outstanding options as being issued for any such employee and for outstanding Shares generally).
Sample 1

Related to Right To Participate In Transfer

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (in which case the Indemnified Party shall control the defense).

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • Right to Reject Investment In contrast, we have the right to reject your subscription for any reason or for no reason, in our sole discretion. If we reject your subscription, any money you have given us will be returned to you.

  • Agreement not to Participate in Company’s Competitors During Executive’s employment with the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below). Ownership by Executive, in professionally managed funds over which the Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

  • Right to Purchase Section 11.23

  • Right to Monitor and Participate An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

  • Right to Refuse Unsafe Work Employees have the right to refuse to perform unsafe work pursuant to the Occupational Health and Safety Regulations of the Workers Compensation Act.

  • Election to Participate Participation in the DROP program is irrevocable once an employee begins participation. An employee who wishes to participate in the DROP shall complete and sign such application form or forms as shall be required by the Macomb County Board of Commissioners. Such application shall be reviewed by the Human Resources Department within a reasonable time period and make a determination as to the member’s eligibility for participation in the DROP. On the date upon which the member’s participation in the DROP shall be effective, he/she shall be considered to be a DROP participant and shall cease to be an active member of the Macomb County Employees Retirement System. The amount of credited service, multiplier and final average compensation shall be fixed as of the employee’s DROP date. When an employee’s Final Average Compensation is calculated, any retroactive wages provided shall be counted as if the retroactive wages were paid to the employee when the wages were earned, not when they were received by the employee. Increases or decreases in compensation during DROP participation will not be factored into retirement benefits of active or former DROP participants. DROP participants accrue no service time credit for retirement purposes pursuant to the Macomb County Employees Retirement System. Upon execution of this agreement by the UAW, Xxxxx 000, Xxxx 00 and the County of Macomb, employees who are represented by the UAW, Xxxxx 000, Xxxx 00 and who qualify for DROP participation may file the appropriate application forms with an effective DROP date no sooner than (Expressly contingent upon ratification by the Full Board of Commissioners on December 15, 2005) January 1, 2006.

  • YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

  • Right to Grieve Where an employee feels that she has been aggrieved by a decision of the Employer related to promotion, demotion or transfer, the employee may grieve the decision at Step 3 of the grievance procedure in Article 9 of this Agreement within seven (7) days of being notified of the results.

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