Transfer of Shares; Right of First Refusal Sample Clauses

Transfer of Shares; Right of First Refusal. When a Shareholder intends to assign, sell, transfer, alienate or dispose of all or any of its Shares (a “Transferring Shareholder”), it shall deliver to the Company and the other Shareholders written notice (an “Offer Notice”) thereof setting forth (i) the name of the transferee, (ii) the number of Shares to be transferred (the “Offered Shares”), and (iii) the transfer price. The Major Shareholders shall have a right of first refusal exercisable in writing within ninety (90) days of the receipt of such notice, to purchase the Offered Shares at a price and on terms and conditions no less favorable than those offered to such third party. If the Major Shareholders fail to exercise their right to acquire the Offered Shares within ninety (90) days after the date of the Transferring Shareholder’s Offer Notice, then, subject to Section 3.8 below, such Major Shareholder(s) shall be deemed to have given its consent to such transfer and the Transferring Shareholder shall be free to assign, sell, transfer, alienate or dispose of the Offered Shares to the third party, subject to the following:
Sample 1
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Transfer of Shares; Right of First Refusal. No Party shall sell or transfer any portion of its shares in the Company without the consent of the other parties, such consent not to be unreasonably withheld. If any Party desires to sell or transfer all or any portion of its shares on or after January 1, 2000, such Party ("Selling Party") shall first offer all such shares by written notice to the other Parties ("Offeree Parties") specifying price, terms and conditions of that sale. The Offeree Parties shall accept or reject the offer in writing no later than ninety (90) days ("Acceptance Period") after receipt of such offer from the Selling Party. If one of the Offeree Parties accepts such offer, the written notice of acceptance shall set forth the place and time, which shall be a business day not more than sixty (60) days after the date of acceptance ("Acquisition Period") at which the closing for the transfer shall take place. If all the Offeree Parties do not accept the offer within the Acceptance Period, then the Selling Party shall thereafter be free to dispose of its shares within a period of ninety (90) days ("Free Sale Period") after the expiration of said Acceptance Period: provided however, the Selling Party shall not sell such shares to any third party either (a) at a lower price than the price at which such shares were offered to the Offeree Parties, or (b) on other terms or conditions more favorable than those on which shares were offered to the Offeree Parties. If the shares are not sold or transferred to a third party upon the terms established herein and within the Free Sale Period, then they shall automatically become subject once more to the terms of this Article as if they had never before been offered for sale. In case more than one party is interested in taking over the shares, they will be allotted to each of the interested parties in proportion to their share capital. If either Party hereto sells or otherwise transfers all or any part of its shares to a third party, such Selling Party shall cause the party acquiring such shares, as a condition of such acquisition, to furnish a written undertaking to all Parties agreeing to observe and be bound by all provisions to this Agreement to the same extent as the Party who sold the shares. In addition, such Selling Party shall be responsible to the other Parties hereto, in respect of such purchaser or transferee, to secure complete and timely observance of the provisions of this Agreement by such purchaser or transferee.
Sample 1
Transfer of Shares; Right of First Refusal 
Sample 1

Related to Transfer of Shares; Right of First Refusal

  • 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.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

  • 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.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • 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").

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • 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.

  • 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.

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