The Company’s Right. The Company may terminate Executive’s employment and this Agreement without Cause (as defined in Section 6.4(b) herein) at any time by giving thirty (30) days advance written notice to Executive.
The Company’s Right. The Company shall, for a period of thirty days following receipt of a Disposition Notice, have the right to purchase the Target Shares specified therein upon the terms and conditions specified in the Disposition Notice, subject to the conditions contained in this Section 5.2. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Selling Stockholder and the Investors prior to the expiration of such thirty-day exercise period. If such right is exercised with respect to all of the Target Shares specified in the Disposition Notice, then the Company shall complete the repurchase of such Target Shares, by no later than twenty Business Days after the delivery of the Exercise Notice. At such time, the Selling Stockholder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the Target Shares specified in the Disposition Notice, then such right to repurchase shall be contingent upon the election of one or more of the Investors to repurchase the remaining Target Shares. The Company shall notify the Investors of its intent to repurchase only a portion of the Target Shares within the thirty-day exercise period above defined. In such event, the Company's repurchase of such Target Shares shall be consummated, if at all, at the time of the Investors' exercise of its repurchase rights in accordance with Section 5.3 hereof. In the event one or more of the Investors do not elect to repurchase the remaining Target Shares, the Company shall be deemed to have waived its right under this Section 5.2.
The Company’s Right of First Refusal and the Investors’ Right of First Refusal contained in this SECTION 3 shall terminate upon the earlier to occur of (i) the IPO, (ii) a Company Sale or (iii) the date this Agreement is terminated.
The Company’s Right. If the Non-Selling Founder does not fully exercise his right of first refusal, as provided in Section 6.2(a) above, before the expiration of the Non-Selling Founder's Refusal Period, the Company shall have the right of first refusal to purchase all or any part of the Refused Stock. If the Company desires to exercise its right of first refusal to purchase Refused Stock, the Company must, within the ten (10) day period (the "COMPANY REFUSAL PERIOD") following the end of the Non-Selling Founder's Refusal Period, give written notice to the Selling Founder of its election to purchase an amount of the Refused Stock, indicating the number of shares that it desires to purchase.
The Company’s Right of First Refusal In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the considera...
The Company’s Right. For a period of thirty (30) days after receipt of the Transfer Notice (the “Company’s Purchase Period”), the Company will be entitled to purchase at least, but not less than, twenty-five percent (25%) of the Transfer Shares, upon the Transfer Terms set forth in the Transfer Notice. The Company shall exercise its right by giving irrevocable written notice to CIMSA (the “Company Acceptance Notice”), within the Company’s Purchase Period, of its intent to purchase at least, but not less than, twenty-five percent (25%) of the Transfer Shares. Delivery of the Company Acceptance Notice to CIMSA shall be deemed to constitute a binding contract between the Company and CIMSA. The Company’s failure to deliver to CIMSA the Company Acceptance Notice within the Company’s Purchase Period will be deemed an election by the Company not to purchase the Transfer Shares.
The Company’s Right. If at any time an Employee Holder proposes to sell Equity Securities to one or more third parties pursuant to an understanding with such third parties in a transaction (the "Transfer"), then the Employee Holder shall give the Company and each Holder written notice of his intention (the "Transfer Notice"), describing the offered shares ("Offered Shares"), the identity of the prospective transferee and the consideration and the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Employee Holder believes in good faith he or she has received a firm offer from the prospective transferee and in good faith believes a binding agreement for Transfer is obtainable on the terms set forth, and shall also include a copy of any written proposal or letter of intent or other agreement relating to the proposed Transfer. The Company shall have an option for a period of ten (10) days from receipt of the Transfer Notice to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may only exercise such purchase option and, thereby, purchase all, and not less than all, of the Offered Shares, by notifying the Employee Holder in writing, before expiration of the initial ten (10) day period as to the number of such shares which it wishes to purchase. If the Company gives the Employee Holder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 3.1(a) within the period provided, the Employee Holder shall be subject to the options granted to the Holders pursuant to this Agreement.
The Company’s Right. The Company shall have thirty (30) days after its receipt of a Request to Transfer under this ARTICLE III (for purposes of this ARTICLE III, the "COMPANY'S PURCHASE PERIOD") during which to exercise its right to purchase, on the terms described in ARTICLE VI, the Transfer Securities or any portion thereof by giving written notice to the transferring Stockholder of the Transfer Securities, if any, as to which the Company is exercising its right. The Company may exercise its right with respect to all or any portion of the Transfer Securities. The Company's failure to give written notice within the Company's Purchase Period shall be deemed an election by the Company not to purchase any Transfer Securities.
The Company’s Right. If any Holder listed on Schedule C (an "Employee Holder") ceases to be an employee of the Company or any parent or subsidiary of the Company on or before December 31, 1998 by reason of either (i) the Employee Holder's voluntary resignation from his or her employment with the Company or any parent or subsidiary of the Company or (ii) the termination of such Employee Holder's employment by the Company for cause, then the Company shall have the right to repurchase any or all shares of the Company's Common Stock held by such Employee Holder under the terms and subject to the conditions set forth in this Section 3.
The Company’s Right. OF FIRST In the event that you propose to sell, pledge or otherwise REFUSAL transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part.
