Selling Founder's Right to Transfer Sample Clauses

Selling Founder's Right to Transfer. If the Company and/or the ----------------------------------- Investors have not elected to purchase all of the Offered Stock, then, subject to the Right of Co-Sale, the Selling Founder may transfer the Offered Stock permitted to be sold by the Selling Founder, to any person named as a purchaser or other transferee in the Selling Founder's Notice, at the Offered Price or at a higher price, provided that such transfer (i) is consummated within ninety (90) days after the date of the Selling Founder's Notice and (ii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so transferred during such 90 day period, then the Selling Founder may not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Sample 1
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Selling Founder's Right to Transfer. Any of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee that are not purchased by the Company or the Investors may be sold or otherwise transferred by the Selling Founder to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer (i) complies with the provisions of Section 15 of this Agreement with respect to co-sale rights, (ii) is consummated within ninety (90) days after the date of the Notice, (iii) is in accordance with all the terms of this Agreement and all other agreements between the Selling Founders and the Company and (iv) is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Agreement shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company and the Investors, and the Company and the Investors shall again be offered the Rights of First Refusal before any Offered Shares held by the Selling Founder may be sold or otherwise transferred.
Sample 1
Selling Founder's Right to Transfer. If any of the Founder Shares remain available after the exercise (or failure to exercise) of the rights of first refusal under Section 5.1 and the co-sale rights under Section 5.2, the Selling Founder may, within ninety (90) days after the date of delivery of the Co-Sale Notice, transfer some or all of the Co-Sale Shares which were the subject of the Co-Sale Notice at a price and on terms no more favorable to the transferee(s) than specified in the Co-Sale Notice. Co-Sale Shares transferred in accordance with the provisions of this Section 5.3 shall no longer be subject to the restrictions on Co-Sale Shares set forth in Sections 5.1 and 5.2. After the expiration of the ninety (90) day period, the Selling Founder shall not transfer any Co-Sale Shares without again complying with the procedures set forth above in Sections 5.1 and 5.2.
Sample 1
Selling Founder's Right to Transfer. If the Founders and the Major Investors do not elect to purchase all of the Offered Stock, then, subject to Section 3, the Selling Founder may, not later than 120 days following delivery to the Company and each of the Major Investors of the Selling Founder's Notice, transfer that portion of the Offered Stock not purchased by the purchasing Founders or purchasing Major Investors, to any Third Party Purchaser named in the Selling Founder's Notice, on terms and conditions not more favorable to the Selling Founder than those described in the Selling Founder's Notice. Any proposed transfer on terms and conditions more favorable to the Selling Founder than those described in the Selling Founder's Notice, as well as any subsequent proposed transfer of any Stock by the Selling Founder, shall again be subject to the Right of First Offer. If the Offered Stock is transferred in accordance with the terms and conditions of this Agreement, then the transferee(s) of the Offered Stock (other than a Founder) will thereafter hold such Offered Stock free of the Right of First Offer and Co-Sale Right. If the Offered Stock is not so transferred during such 120-day period, then the Selling Founder will not transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Sample 1
Selling Founder's Right to Transfer. If any of the Offered Shares proposed in the Transfer Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in Section 2.2(b) or by the Holders as provided in Section 2.2(c) (the "REMAINING SHARES"), then the Holder may sell or otherwise transfer the Remaining Shares to that Proposed Transferee at the Offered Price or at a higher price; provided that, such sale or other transfer is consummated within sixty (60) days after the date of the Transfer Notice; and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 2.2 shall continue to apply to the Remaining Shares in the hands of such Proposed Transferee. If the Remaining Shares are not transferred to the Proposed Transferee within such period, a new Transfer Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Company's Right of First Refusal and the Holders shall be entitled to the Holders' Purchase Option before any Shares held by the Selling Founder may be sold or otherwise transferred. Notwithstanding the foregoing, in no event may a Selling Founder transfer any shares which are still subject to a Repurchase Option (as defined in the Founder's Stock Purchase Agreements between the Company and each Founder).
Sample 1

Related to Selling Founder's Right to Transfer

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.1 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer:

  • Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).

  • Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

  • Consent to Transfer We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.

  • Refusal to Transfer The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

  • Purchaser’s Right to Terminate Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right to demand and receive back from the Company such Purchaser’s Subscription Amount at any time until a Closing takes place in connection with such Subscription Amount. UNDER NO CIRCUMSTANCES WILL THE PURCHASER’S SUBSCRIPTION AMOUNT BE DELIVERED TO OR UNDER THE CONTROL OR AUTHORITY OF ANY PLACEMENT AGENT OR BROKER INCLUDING BUT NOT LIMITED TO PALLADIUM CAPITAL ADVISORS, LLC.

  • Right to Assign Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

  • Consent to Transfer Personal Data By signing this Agreement, the Recipient voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Recipient is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Recipient’s ability to participate in the Plan. The Company and its subsidiaries hold certain personal information about the Recipient, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Recipient’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, including the United States. The Recipient authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Recipient’s behalf to a broker or other third party with whom the Recipient may elect to deposit any shares of stock acquired pursuant to the Plan. The Recipient may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Recipient’s ability to participate in the Plan.

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