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. 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 Company Common Stock pursuant to the Company Option, if Parent shall desire to sell, assign, transfer or otherwise dispose of all or any of the shares of 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 Company, which may be accepted within five (5) business days of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee. The purchase of any such shares or other securities by the Company shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid to Parent in immediately available funds. In the event of the failure or refusal of the Company to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but not less than all, of such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable to the transferee than those set forth in the Parent Offer Notice; provided that the provisions of this sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 9((c)) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than one percent (1%) of the outstanding voting power of the Company, (ii) any disposition of Company Common Stock or other securities by a person to whom Parent has assigned its rights under the Company Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms here...
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:
The Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of the Trustee for the benefit of the Purchaser may be sold or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”):
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 (the “Company ROFR Period”) to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice.
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. (a) Prior to the Purchaser effecting any sale, transfer or other disposition of Shares or Non-Voting Convertible Securities in a private placement transaction exempt from the registration requirements of the Securities Act other than the transactions specified in Sections 7.2(a)(i), (ii), (iii), (v), (vi) and (vii) above, the Company shall have a first refusal right to purchase such Shares or Non-Voting Convertible Securities on the following terms and conditions:
The Company’s Right of First Refusal. (a) During the Standstill Period for either Manufacturer, prior to such Manufacturer effecting any Transfer of Shares that is subject to the first refusal rights of Sections 2.2(d)(i) or (ii), the Company shall have a first refusal right to purchase such Shares on the following terms and conditions:
The Company’s Right of First Refusal. (a) Prior to the Investor effecting a First Refusal Sale pursuant to Section 8(a)(v), the Company shall have a first refusal right to purchase such shares on the following terms and conditions:
The Company’s Right of First Refusal. (a) Digital River’s right to Transfer (other than a Transfer to any Affiliate of such holder or a Transfer to the Company pursuant to a redemption or otherwise) the shares shall be subject to the Company’s right of first refusal to purchase such Shares on the following terms and conditions:
