The Right Sample Clauses

The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock ...

The Right. If ADNM, or any direct or indirect successor, assignee or transferee of ADNM (each a "Transferor"), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest") that represent a fully-diluted Percentage of twenty percent (20%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser) pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions as (including all direct or indirect consideration) the Transferor Transfers his Equity Securities in the Company. Merchandiser may sell all or any portion of the Securities held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) that are of the class of Equity Securities that includes the Subject Interest Class (the "Merchandiser's Securities") equal to the product obtained by multiplying (i) the Subject Interest by (ii) a fraction, the numerator of which is Merchandiser's Securities and the denominator of which is the total number of Equity Securities of the Subject Interest Class then owned by the Transferor, Merchandiser, and any other Person that has tag-along rights with respect to the proposed Transfer by Transferor. To the extent that Merchandiser, or any other Person that has tag-along rights with respect to the proposed Transfer by Transferor, shall exercise its tag-along right, the number of Equity Securities that the Transferor may Transfer in the transaction shall be correspondingly reduced.

The Right. If JFLEI and/or any of its Affiliates (collectively,the "JFLEI Group") proposes to transfer any shares of Common Stock owned by it on the date hereof to a Prospective Purchaser other than in a Permitted Transfer (a "Tag-Along Sale"), then each of the remaining Shareholders shall have the right to participate in any such sale of Common Stock by the JFLEI Group in accordance with the procedures set forth below; PROVIDED that such right may not be exercised with respect to any shares acquired by any such remaining Shareholder pursuant to the exercise of a Right of First Offer within One Hundred Eighty (180) days prior to the proposed date of consummation of the Tag-Along Sale; PROVIDED FURTHER, HOWEVER, that such participation shall be on the same terms and subject to the same conditions as those on which JFLEI proposes to transfer its shares; and PROVIDED STILL FURTHER, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration to be paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the JFLEI Group in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property rights or transferred or granted in exchange for such consideration.

The Right. If Marc Xxxxxx, Xxnaxx Xxxxxx, xx any direct or indirect successor, assignee, heir, devisee, donee, legatee or transferee of either of them (each a "Transferor'), proposes alone or with others to Transfer, directly or indirectly, to any Person that is not an Excluded Transferee, any Equity Securities (each, a "Subject Interest') that represent a fully-diluted Percentage of thirty percent (30%) or more, in a single transaction or series of transactions, and the Common Units (or substitute Equity Securities) issued to Merchandiser pursuant to this (or any successor) Warrant (the "Securities") include (at such time or upon exercise, conversion or exchange) any Equity Securities of the same class as the Subject Interest (the "Subject Interest Class"), the would-be Transferor shall provide Merchandiser with not less than thirty (30) days' prior written notice of such proposed sale, which notice shall include all of the material terms and conditions of such proposed sale and which shall identify such purchaser (the "Sale Notice"), and Merchandiser shall have the option, exercisable by written notice to the Transferor within twenty (20) days after the receipt of the Sale Notice, to participate in such transaction pro rata with the Transferor at the same time as, and upon the same terms and conditions as (including all direct or indirect consideration) the Transferor Transfers his Equity Securities in the Company. Merchandiser may sell all or any portion of the Securities held by Merchandiser (or issuable to Merchandiser upon exercise, conversion or exchange of any of the Securities) that are of the class of Equity Securities that includes the Subject

The Right. If the Company shall propose to issue any New Securities, it shall first offer to sell to each Purchaser Holder a Ratable Portion of such New Securities on the same terms and conditions and at the lowest price as such New Securities are offered to any person. "Ratable Portion" shall mean that portion of such New Securities equal to the fraction determined by dividing the number of shares of Common Stock held by the Purchaser Holder (assuming full conversion and exercise of all convertible or exercisable securities) by the number of Common Shares then outstanding (assuming full conversion and exercise of all convertible or exercisable securities but excluding the New Securities so issued).

The Right. If at any time one or more of the Common Holders propose to sell or otherwise transfer any Common Shares to third parties in a transaction (the “Transaction”) and to the extent that the Company and the Holders waive any rights of first refusal they may have with respect to such shares, then any Holder holding (i) at least 3,333 Series A Shares and/or the equivalent number of shares of Common Stock issued upon conversion in the aggregate thereof (as adjusted for any Recapitalization Event(s)), (ii) at least 1,667 Series B Shares, Series B-1 Shares and/or the equivalent number of shares of Common Stock issued upon conversion thereof in the aggregate (as adjusted for any Recapitalization Event(s)), (iii) at least 3,333 Series C Shares, Series C-1 Shares and/or the equivalent number of shares of Common Stock issued upon conversion thereof in the aggregate (as adjusted for any Recapitalization Event(s)) or (iv) at least 333,333 Series D Shares, Series E Shares and/or the equivalent number of shares of Common Stock issued upon conversion thereof in the aggregate (as adjusted for any Recapitalization Event(s)) (each a “Selling Holder” and collectively, the “Selling Holders,” for purposes of this Section 3) which notifies such Common Holder in writing within fifteen (15) days after receipt of the notification from such Common Holder referred to in subsection 3.2, shall have the opportunity to sell up to a pro rata portion of the Common Shares which the Common Holder proposes to sell to such third party in the Transaction on the same terms and conditions. In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as the Selling Holder shall be entitled to and shall request hereunder, and the Selling Holder shall assume such part of the obligations of the Common Holder under such agreement as shall relate to the sale of the securities by the Selling Holder. For the purposes of this Section 3, the “pro rata portion” which the Selling Holder shall be entitled to sell shall be a number of Common Shares equal to a fraction of the total number of Common Shares proposed to be sold to such third party. The numerator of such fraction shall be the number of Equity Securities (assuming for purposes hereof the conversion of all such securities, including Preferred Shares, to Common Stock) owned by a Selling Holder and the denominator shall be the total number of Equity Securities (assuming for purposes hereof the conversion of al...

The Right. Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

The Right of First Refusal herein granted to Tenant is not assignable separate and apart from this Lease.

The Right. In the event a Holder of Series A Preferred proposes to sell, assign, pledge or in any manner transfer any of the Series A Preferred or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (a "SELLER"), to one (1) or more unaffiliated third parties in a transaction not registered under the Securities Act, then such Seller shall first grant the other Holders of Series A Preferred (the "NONSELLING HOLDERS") the right to purchase all or any part of such securities (the "OFFERED SECURITIES") on the same terms as such Seller is willing to sell or otherwise transfer the Offered Securities to such third parties and then, to the extent such Nonselling Holders do not fully exercise their rights with respect to the Offered Securities, to the Company. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, the price payable by the purchasing Holders and/or the Company (or its designee) (collectively, the "PURCHASING PARTIES ") shall be

The Right. Subject to Section 6.1 hereof, during the period commencing on the date hereof and ending on the date that is one year from the date hereof (the “Expiration Date”), Purchaser shall have the right to purchase from Holder, and Holder shall be obligated to sell to Purchaser, the Subject Shares in exchange for the Option Consideration (the “Right”); provided, however, if the Initial Closing (as defined in the Purchase Agreement) has occurred, then Purchaser may not exercise the Right unless and until any of the conditions to a Subsequent Closing (as defined in the Purchase Agreement) are not satisfied (whether or not the date of determination is a Subsequent Closing Date). In consideration of the granting of the Right, on the date hereof, Purchaser shall pay to Holder $1.00. 2