TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL Sample Clauses

TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The right of first refusal established by this ARTICLE 4 shall terminate upon the earlier of (a) the effective date of the registration statement pertaining to the Corporation's Initial Post-Effective Public Offering or (b) a Change of Control.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The rights of the Purchasers under this Article VI may be waived only upon the prior written consent of the holders of 60% of the outstanding shares of Preferred Stock and shall terminate immediately prior to the effectiveness of the registration statement with respect to the Initial Public Offering, but expressly conditioned on the consummation of the Initial Public Offering.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The right of first refusal established by this Section 4 shall not apply to, and shall terminate upon the effective date of the registration statement pertaining to the Company's first Qualified Public Offering. The provisions of this Section 4 may be amended or waived only by the agreement of the Company and the holders of at least a majority of the Series A Preferred Stock, a majority of the Series B Preferred Stock, a majority of the Series C Preferred Stock of the Company and 66 2/3% of the Series D Preferred Stock of the Company each voting as a separate class.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The rights of the Subscriber under this Section 5.6 may be waived only upon the prior written consent of the holders of 60% of the outstanding shares of Preferred Stock and shall terminate on January 31, 2000.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The right of first refusal established by this Section 4 shall not apply to, and shall terminate upon the effective date of the registration statement pertaining to the Company's Initial Public Offering. The right of first refusal will also terminate if (a) the Investors do not agree within the time provided in Section 4.2 to purchase all Equity Securities offered to them pursuant to Section 4.1 and (b) the Company sells the unpurchased Equity Securities to another person in accordance with Section 4.3, unless the Company and the Investors agree that such transaction will not cause a termination of the Investors' right of first refusal. The provisions of this Section 4 may be amended or waived only by the agreement of the Company and of Investors holding a majority of the number of shares of voting capital stock of the Company held by the Investors at any time.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The right of first refusal established by this Section 4 shall not apply to, and shall terminate upon the effective date of the registration statement pertaining to the Company’s first Qualified Public Offering; provided, that if such registration does not become effective, the right of first refusal established by this Section 4 shall be deemed to have been reinstated notwithstanding such previous termination. The provisions of this Section 4 may be amended or waived only by the agreement of the Company and of the Investors (or any assignee) holding a majority of the outstanding shares of voting capital stock of the Company held by the Investors at any time; provided that no such amendment or waiver shall affect an Investor in a more adverse or disproportionate manner than the other Investors without obtaining the consent of such adversely and disproportionately affected Investor (excluding for this purpose any adverse or disproportional effects resulting solely from differences in the numerical per share dividend rate, ranking, original issue price, redemption price or conversion price of a series of Preferred Stock, but including the circumstance where an Investor’s rights under this Section 4 are waived in respect of a financing transaction in which one or more other Investors are allowed to participate), and further provided that no right may be taken away from the Founding Stockholder without the consent of holders of a majority of the shares of voting capital stock held by the Founding Stockholder.
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. 60 SECTION 9.06. EXCEPTIONS.....................................................61 ARTICLE 10 INDEMNIFICATION
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TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL. The rights of a Purchaser under this Article 9 shall terminate immediately prior to the effectiveness of the registration statement with respect to the Initial Public Offering, but expressly conditioned on the consummation of the Initial Public Offering. However, such right of a Purchaser under this Article 9 shall survive any business combination or corporate reorganization or other extraordinary corporate transaction, (including but not limited to a merger, consolidation or sale of all or substantially all of the assets of the Company), except where the the surviving entity pursuant to such transaction is a reporting company under the Exchange Act and quoted on the Nasdaq Stock Market, Inc., the American Stock Exchange or the New York Stock Exchange, Inc., or any successors to such exchanges.
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Related to TERMINATION AND WAIVER OF RIGHT OF FIRST REFUSAL

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

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

  • 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.

  • 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.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • 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").

  • 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.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

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