Shareholders' Right of First Offer Sample Clauses

Shareholders' Right of First Offer. (i) If any SSC Party desires to Transfer any or all of the Shares held by such SSC Party (the "Transfer Stock") to any Person other than pursuant to an Exempt Transfer (as defined in Section 4.2(d) below), such SSC Party shall reduce to writing (the "Transfer Notice") the terms pursuant to which such SSC Party desires to Transfer such Transfer Stock (a "Transfer Offer").
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Shareholders' Right of First Offer. (i) If any Shareholder or Related Party (as defined below) (such persons being hereinafter referred to collectively as the "Seller") desires to ------ Transfer any or all of the Shares or any rights to Shares held by such Seller (the "Transfer Stock") to any person other than pursuant to an Exempt Transfer -------------- (as defined in Section 2(e) below), such Seller shall reduce to writing (the "Transfer Notice") the terms pursuant to which such Seller desires to Transfer --------------- such Transfer Stock (a "Transfer Offer"). Such Transfer Notice shall identify -------------- the Transfer Stock, the consideration for the Transfer Stock, the identity of any third party offeror, and all the other terms and conditions of such Transfer Offer. The Seller shall provide the Transfer Notice to the Company and the Company shall promptly, but in no event later than five (5) Business Days following receipt of the Transfer Notice from the Seller, provide written notice (dated the day such written notice is given) of such Transfer Offer to all other Shareholders (the "Transfer Offerees"). The Transfer Notice shall constitute an ----------------- irrevocable offer by the Seller (a "First Offer") to sell the Transfer Stock to ----------- the Transfer Offerees at a price equal to the price and upon substantially the same terms as the terms contained in such Transfer Notice. The Transfer Offerees shall have the irrevocable right and option (the "Right of First Offer"), -------------------- exercisable as provided below, to accept the First Offer (subject to the priorities and pro rata adjustments set forth below) as to any or all Shares of the Transfer Stock. Each Transfer Offeree that desires to exercise such option with respect to a First Offer shall provide the Seller with an irrevocable written notice (the "Initial Notice") specifying the number of Shares of the -------------- Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such First Offer (including the maximum number of Shares in excess of such Transfer Offeree's pro rata portion of the Transfer Stock (the "Excess Shares"), ------------- which such Transfer Offeree agrees to purchase), which shall be binding on said Transfer Offeree for the number of Shares in such notice of acceptance, or the lesser number of Shares if so allocated pursuant to Section 2(b)(ii), within twenty (20) Business Days after the date of the Transfer Notice (the "Initial ------- Notice Period"), and shal...
Sample 1
Shareholders' Right of First Offer. The Company agrees that in the event that the Company declines to exercise in full the Right of First Offer set forth in Section 2.1(b), the Company will provide each Shareholder with notice of such determination at least fifteen (15) days before the end of the Company Exercise Period. Each Shareholder shall then have the right to submit written notice of its irrevocable commitment to exercise its Right of First Offer within fifteen (15) days after the Company's notice (the "SHAREHOLDERS' ROFO EXERCISE PERIOD"), on a pro rata basis, based upon the number of Securities held by such Shareholder relative to the aggregate number of Securities held by all other Shareholders exercising a right of purchase pursuant to this Section 2. Upon expiration or exercise of the Right of First Offer, the Company will provide notice to all Shareholders as to whether or not the Right of First Offer has been or will be exercised by the Company and/or the Shareholders. If any Shareholders do not exercise in full their Right of First Offer, the Securities that would otherwise be allocated to such non-exercising Shareholders shall be allocated to each exercising Shareholder on a pro-rata basis (based upon the number of Securities held by such Shareholder relative to the aggregate number of Securities held by all such Shareholders exercising a right of purchase pursuant to this Section 2.1), provided that the Shareholders must exercise the Right of First Offer, if at all, prior to the expiration of the Shareholders' ROFO Exercise Period.
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Related to Shareholders' Right of First Offer

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Exercise of Right of First Offer (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor.

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