The Company’s Right of First Refusal. (a) Prior to the Purchasers effecting any Transfer of Voting Stock or Voting Power that is subject to the restrictions set forth in Section 3.2(a), the Company shall have a first refusal right to purchase such Voting Stock or Voting Power on the following terms and conditions:
(i) The Purchasers shall give prior notice (the “Transfer Notice”) to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the amount of Voting Stock or Voting Power proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made (including, if any, a copy of a bona fide written offer).
(ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchasers within (i) 72-hours with respect to a Transfer addressed in Section 3.2(b) above, and (ii) twenty (20) business days with respect to a Transfer addressed in Section 3.2(a) above, after receipt of such Transfer Notice (the “Response Notice”), to purchase all or any portion of the Voting Stock or Voting Power specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the Fair Market Value of such non-cash consideration.
(iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock or Voting Power with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company gives the Response Notice to the Purchasers or, if later, within five (5) business days of the determination of the Fair Market Value of any non-cash consideration. Upon exercise of its right of first refusal, the Company and the Purchasers shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their commercially reasonable efforts to secure any approvals required in connection therewith.
(iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (ii) above with respect to all of the Voting Stock or Voting Power specified in such Transfer Notice, the Purchasers shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to Transfer or tender for Transfer the Voting Stock or Voting Power specifi...
The Company’s Right of First Refusal. Before any shares of Stock registered in the name of Purchaser and not subject to the Repurchase Option may be sold or transferred, such shares shall first be offered to the Company as set forth in the Option Agreement.
The Company’s Right of First Refusal. If you propose to sell, pledge or otherwise transfer to a third party any Stock acquired upon exercise of your options under this Agreement, or any interest in such Stock, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such shares of Stock. If you desire to transfer Stock 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 (“Transfer Notice”). 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 of Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph). The Company must notify you in writing of its intent to exercise its Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date it received the Transfer Notice, you may, not later than ninety (90) days following the Company’s receipt of the Transfer Notice, conclude a transfer of the Stock only 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.
The Company’s Right of First Refusal. If FRANCHISEE (or its partners or shareholders if FRANCHISEE is a partnership or corporation) shall at any time determine to sell or to transfer for consideration the Franchise, the Restaurant, any interest in the Restaurant, or any ownership interest in FRANCHISEE, other than to any individual or entity already owning an interest therein, FRANCHISEE (or its partners or shareholders if FRANCHISEE is a partnership or corporation) shall obtain a bona fide, signed written offer from a responsible and fully disclosed purchaser and shall submit an exact copy of such offer to the COMPANY. The COMPANY shall have the right, exercisable by written notice delivered to FRANCHISEE, (or its partners or shareholders if FRANCHISEE is a partnership or corporation) within thirty (30) days from the date of delivery of an exact copy of such offer to the COMPANY, to purchase the Franchise, the Restaurant, such interest in the Restaurant, or such ownership interest in FRANCHISEE for the price and on the terms and conditions contained in such offer, provided that the COMPANY may substitute cash for any form of payment proposed in such offer and shall have not less than thirty (30) days within which to close any such transaction, or such longer period as may have been provided by the terms and conditions of such offer. If the COMPANY does not exercise its right of first refusal, FRANCHISEE (or its partners or shareholders if FRANCHISEE is a partnership or corporation) may complete the sale to such purchaser pursuant to and on the terms of such offer, subject to the COMPANY's approval of the purchaser as provided in Paragraphs B and C of this Section 13, provided that if the sale to such purchaser is not completed within one hundred twenty (120) days after delivery of such offer to the COMPANY, or if there is a material change in the terms and conditions of such offer, the COMPANY shall again have the right of first refusal provided herein.
The Company’s Right of First Refusal. (i) The Company shall have the right for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all or part of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice.
(ii) The Company may exercise such right and, thereby, purchase all or part of the Offered Shares, by notifying the Selling Shareholder in writing, before expiration of the fifteen (15) day period, whether it wishes to purchase all or part of the Offered Shares.
(iii) If the Company gives the Selling Shareholder notice that it desires to purchase all or part of the Offered Shares, then payment for the Offered Shares shall be made by check or wire transfer in immediately available funds of the appropriate currency, against allotment of such Offered Shares at a place agreed by the Selling Shareholder and the Company and at the time of the scheduled closing therefor, which shall be no later than sixty (60) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 5.2(c).
(iv) Regardless of any other provision of this Agreement, if the Company declines in writing or fails to exercise its right of first refusal pursuant to this Section 5.2(a) with respect to all or part of the Offered Shares, then the Selling Shareholder shall be under no obligation to transfer the Offered Shares that the Company decline or not to select to purchase to the Company pursuant to this Section 5.2(a) and shall then be required to provide another notice regarding the Offered Shares that the Company decline or not to select to purchase to each Non-Selling Shareholder (the “Additional Transfer Notice”) (which shall contain the same terms and conditions and price for sale of the Offered Shares as set forth in the Transfer Notice) within three (3) Business Days.
The Company’s Right of First Refusal. If Franchisee or its owner(s) shall at any time determine to sell the Franchise to any third party, Franchisee or its owner(s) shall obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and shall submit an exact copy of such offer to the Company. The Company shall have the option, exercisable by written notice delivered to Franchisee or its owner(s) thirty (30) days from the date of delivery of such offer to the Company, to purchase such interest in the Restaurant or such ownership interest in Franchisee for the price and on the terms and conditions contained in such offer, provided that the Company may substitute cash for any other form of payment proposed in such offer and shall have not less than thirty (30) days from the date of the exercise its option to prepare for closing. Any change in the terms of an offer prior to closing shall constitute a new offer that is subject to the same right of first refusal by the Company as in the case of an initial offer. The failure of the Company to exercise the option afforded by this Section 13.03 shall not constitute a waiver of any other provision of this Agreement, including any of the requirements of this Section with respect to the proposed transfer, or of its right of first refusal with respect to any subsequent offer.
The Company’s Right of First Refusal. The Company shall have the opportunity to purchase all or any part of the Offered Units. The Company’s Right of First Refusal may be exercised as follows:
(i) If the Company desires to purchase all or any part of the Offered Units, the Company must, within fifteen (15) days (the “Company Refusal Period”) of the date of the Notice of Transfer, give written notice (the “Company Election Notice”) to the Transferring Member and the Major Unitholders of the Company’s election to (i) purchase some or all of the Offered Units or (ii) waive its right to purchase any of the Offered Units. A failure by the Company to exercise its Right of First Refusal within the Company Refusal Period or the failure by the Company to deliver a Company Election Notice, shall be deemed a waiver of such Right of First Refusal.
The Company’s Right of First Refusal. 4.1 CMI hereby irrevocably and unconditionally undertakes with the Company that during the Relevant Period, in the event CMI and/or its subsidiaries were given any business opportunity relating to the Games Development Business, CMI shall and shall procure its subsidiaries to inform the Company of such opportunity in writing with all available information as soon as practicable and shall assist the Company or its designated subsidiary in obtaining such opportunity.
4.2 In the event that the board of directors of the Company (excluding any directors with positions at the Spin-off Group with conflicted interests as required by the Listing Rules) decides not to or otherwise fails to take up such opportunity as referred to in Clause 4.1 above within 30 days of being so informed, CMI and/or its subsidiaries may take up such opportunity and the involvement by CMI and/or its subsidiaries in the business derived from such opportunity shall not be regarded as a breach of this Deed.
4.3 Notwithstanding Clause 4.1, CMI and/or its subsidiaries may acquire shares in any company which conducts or is engaged in the Games Development Business and such acquisition shall not be regarded as a breach of this Deed provided that the requirements under Clause 2.3 shall have been complied with.
4.4 If, following the acquisition in Clause 4.3, CMI and/or its subsidiaries is able to acquire additional interests in the company such that it will have an aggregate interest exceeding 50% of the issues shares of such company, CMI shall first offer the right to acquire such additional interests to the Company. In the event that the Company elects not to or otherwise fails to take up such right within 30 days of being so offered, CMI and/or its subsidiaries may proceed to acquire such additional interests.
The Company’s Right of First Refusal. At any time after the first occurrence of a Trigger Event and prior to the expiration of twenty-four (24) months immediately following the first purchase of shares of the Company Common Stock pursuant to the Company Option ("Expiration Date"), if Parent shall desire to sell, assign, transfer or otherwise dispose of all or any of the shares of the Company Common Stock or other securities acquired by it pursuant to the Company Option, it shall give the Company written notice of the proposed transaction (a "Parent Offer Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. A Parent Offer Notice shall be deemed an offer by Parent to the Company, which may be accepted within five (5) business days of the
The Company’s Right of First Refusal. For so long as Purchaser or any of its Affiliates owns any Shares:
