Common use of Right to Transfer Clause in Contracts

Right to Transfer. To the extent the Co-Sale Rights Holders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights Holders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder and the co-sale right of the Co-Sale Rights Holders and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.3 and 4.4 of this Agreement.

Appears in 3 contracts

Samples: Supplementary Agreement (Jinxin Technology Holding Co), Shareholders Agreement (Jinxin Technology Holding Co), Shareholders Agreement (Jinxin Technology Holding Co)

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Right to Transfer. To the extent the Co-Sale Rights Holders ROFR Shareholders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Shareholder of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights HoldersShareholder, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Shareholder and the co-sale right of the Co-Sale Rights Holders Preferred Shareholder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.2 and 4.3 and 4.4 of this Agreement.

Appears in 3 contracts

Samples: Shareholders Agreement, The Fourth Amended and Restated Shareholders Agreement (Niu Technologies), The Fourth Amended and Restated Shareholders Agreement (Niu Technologies)

Right to Transfer. To the extent the CoNon-Sale Rights Holders Selling Shareholders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Non-Selling Shareholders of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights HoldersNon-Selling Shareholders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Ordinary Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Non-Selling Shareholders and the co-sale right of the CoNon-Sale Rights Holders Selling Shareholder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.2 and 4.3 and 4.4 of this Agreement.

Appears in 2 contracts

Samples: Shareholders Agreement (TuanChe LTD), Shareholders Agreement (Huami Corp)

Right to Transfer. To the extent the Co-Sale Rights Holders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the The Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders of the First Transfer Notice, conclude a transfer Transfer of the remaining Offered Shares covered by the First Transfer Notice and the number of which shall have not elected been reduced pursuant to be purchased by the right of first refusal and co-sale right of the Company and the ROFR Rights Holdersand Co-Sale Right Holders hereunder, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice and Additional Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are are, in the opinion of the ROFR and Co-Sale Right Holders, materially different from those described in the First Transfer Notice and Additional Transfer Notice, as well as any subsequent proposed transfer of any ROFR Restricted Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder and the co-sale right of the Company and the ROFR and Co-Sale Rights Right Holders and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.3 and 4.4 Section 4 of this Agreement.

Appears in 2 contracts

Samples: Shareholders Agreement (Ambrx Biopharma Inc.), Shareholders Agreement (Ambrx Biopharma Inc.)

Right to Transfer. To the extent the ROFR and Co-Sale Rights Holders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each ROFR and Co-Sale Rights Holder of the ROFR Rights Holders of the First Transfer Notice, conclude a transfer of the remaining such number of Offered Shares covered by the First Transfer Notice that have not been reduced pursuant to the Right of First Refusal and not elected to be purchased by Co-sale Right of the ROFR and Co-Sale Rights HoldersHolders to the prospective purchaser or transferee specified in the Transfer Notice, which in each case shall be on substantially the same terms and conditions as no more favorable to such purchaser or transferee than those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Restricted Shares by the Selling Shareholder, shall again be subject to the right Right of first refusal of the ROFR Rights Holder First Refusal and the co-sale right of the Co-Sale Rights Holders Right provided under Sections 4.3 and 4.4 hereunder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.3 and 4.4 of this Agreementunder such Sections.

Appears in 1 contract

Samples: Shareholders Agreement (17 Education & Technology Group Inc.)

Right to Transfer. To the extent the Co-Sale Rights ROFR Holders do not elect to purchase, or the Co-Sale Holders do not to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Preferred Shareholder of the First Transfer Notice, conclude a transfer Transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights Holders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any Any prospective purchaser of such shares to shall comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Restricted Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Holders and the co-sale right of the Co-Sale Rights Holders (in the event that the proposed Transfer is made by any Co-Sale Selling Shareholder) and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.2 and 4.3 and 4.4 of this AgreementAgreement (in the event that the proposed Transfer is made by any Co-Sale Selling Shareholder).

Appears in 1 contract

Samples: And Restated Shareholders Agreement (Genetron Holdings LTD)

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Right to Transfer. To the extent the CoNon-Sale Rights Holders Selling Shareholders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Non-Selling Shareholders of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights HoldersNon-Selling Shareholders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Ordinary Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Non-Selling Shareholders and the co-co- sale right of the CoNon-Sale Rights Holders Selling Shareholder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.3 4.1 and 4.4 4.2 of this Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (WiMi Hologram Cloud Inc.)

Right to Transfer. To the extent the Co-Sale Rights Holders Special Preferred Shareholders do not elect to purchase, or to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Special Preferred Shareholders of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights HoldersSpecial Preferred Shareholders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any prospective purchaser of such shares to comply with this Agreement and Fifth Restated Articles, as maybe may be amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Special Preferred Shareholders and the co-sale right of the Co-Sale Rights Holders Special Preferred Shareholders and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.2 and 4.3 and 4.4 of this Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (EHang Holdings LTD)

Right to Transfer. To the extent the Co-Sale Rights ROFR Holders do not elect to purchase, or the Co-Sale Holders do not to participate in the sale of, any or all of the Offered Shares subject to the First Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery to the Company and each of the ROFR Rights Holders Preferred Shareholder of the First Transfer Notice, conclude a transfer of the remaining Offered Shares covered by the First Transfer Notice and not elected to be purchased by the ROFR Rights Holders, which in each case shall be on substantially the same terms and conditions as those described in the First Transfer Notice. The Selling Shareholders shall cause any Any prospective purchaser of such shares to shall comply with this Agreement and Fifth Restated Articles, as maybe amended from time to time, to the fullest extent. Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Ordinary Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder Holders and the co-sale right of the Co-Sale Rights Holders and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.23.2, 4.3 and 4.4 3.3 of this Agreement.

Appears in 1 contract

Samples: Shareholders Agreement (Genetron Holdings LTD)

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