Shareholders’ Right of First Refusal Sample Clauses

Shareholders’ Right of First Refusal. If the option is not exercised by the Company as to all Offered Shares within the 20-day period, then any Shareholder other than the Offering Shareholder (the “Remaining Shareholders”) shall have a similar right of first refusal for any unpurchased Shares, provided that the Board may waive this purchase option to the Remaining Shareholders in its sole and absolute discretion.
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Shareholders’ Right of First Refusal. Except with respect to Shares issued pursuant to the Corporation’s initial private placement offering, if the Corporation contemplates issuing Shares to one or more Permitted Transferees, the Corporation shall first provide the Shareholder with written notice of its intention to do so. Such notice shall set forth the terms and conditions of the proposed Transfer, including but not limited to, the issue price and the number of Shares which the Corporation proposes to issue. (a) The Shareholder shall have the first right to sell Shares to such Permitted Transferee(s), provided that (i) no more than 1,000 Shares may be transferred by the Shareholder to any single Permitted Transferee and (ii) all Shares transferred to such Permitted Transferee shall remain subject to the restrictions on transfers and other matters contained in the Certificate of Incorporation of the Corporation, as amended from time to time, and a Share Repurchase Agreement by and among the Corporation and its shareholders in the form of Exhibit A attached hereto. (b) If the Shareholder desires to exercise the option herein contained, he shall give written notice of such exercise to the Corporation no later than thirty (30) days from the date of the Corporation’s notice, setting forth the number of Shares the Shareholder intends to Transfer to the Permitted Transferee. (c) If the Shareholder declines to exercise this right of first refusal, then the Corporation shall be free to issue Shares to the Permitted Transferee for a period of six (6) months after the Corporation’s notice, except that (A) the Corporation can only issue shares on the same terms and conditions as set forth in its notice pursuant to Section 4.2(a) and (B) all Shares so issued to a Permitted Transferee shall remain subject to the restrictions on transfers and other matters contained in the certificate of Incorporation of the corporation, as amended from time to time, and a Share Repurchase Agreement by and among the Corporation and its shareholders in the form of Exhibit A attached hereto.
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Shareholders’ Right of First Refusal. (a) Except as otherwise expressly permitted by Section 10.3(a)(i) and by 10.3(a)(iii), no Shareholder may Transfer Shares except pursuant to an Eligible Offer and in accordance with the requirements of Section 9.4 and this Section 9.5. If the Corporation fails to exercise the Corporation’s Right of First Refusal, the Selling Shareholder shall thereafter Offer the Sale Shares to the other Shareholder(s) at the same consideration and on the same financial terms and conditions as are contained in the Eligible Offer (the “Shareholders’ Right of First Refusal”). The Offer may not contain terms and conditions from the Eligible Offer which provide a collateral benefit to the Selling Shareholder or any Affiliate of the Selling Shareholder. No term or condition may be included in the Offer which has the effect of permitting the consideration to be increased or otherwise changed from the consideration specified in the Eligible Offer, upon the happening of any event or in any other circumstance, including the receipt of a superior offer or an increase in the financial terms and conditions of the Eligible Offer. Any such term or condition is void and of no force or effect but does not otherwise invalidate the Offer. For added clarity, the terms “Eligible Offer”, “Offer”, “Offer Acceptance Notice” and “Offer Period” when used in this Section 9.5 shall have the same meanings, mutatis mutandis, as in Section 9.4.
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Shareholders’ Right of First Refusal. For a period of thirty (30) days after the receipt of the notice by the Offering Shareholder, the remaining Shareholders shall have the right to purchase all or any portion of the offered Shares at the lesser of the price as set forth in Article 6, and on payment terms in accordance with Article 7; or the price and terms set forth in the Third Party Offer.
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Related to Shareholders’ Right of First Refusal

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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”).

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

  • 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.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • 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.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

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