Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (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 shall first, to the extent the Company’s approval is required by any applicable Bylaw Provisions, have the right to approve such sale or transfer, in full or in part, and shall then have the right to purchase all or any part of the Shares proposed to be sold or transferred, in each case, in its sole and absolute discretion (the “Right of First Refusal”). If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the same terms and conditions set forth in this Section 3(b). The Company may either (1) exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this Section 3(b), (2) decline to exercise its Right of First Refusal in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part or (3) decline to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required by any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part.
Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”) [and the Company shall have the right to approve such transfer, in its sole and absolute discretion]. If the Holder would like to transfer any Shares the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b) [or][,]
Transfer Restrictions; Right of First Refusal. (a) Before any Stock (the "Offered Shares") may be sold or transferred by any Stockholder (the "Selling Stockholder"), the Selling Stockholder shall deliver a notice by certified mail (the "Sale Notice") to the principal business office of the Company and to each of the Purchaser Holders (and, if necessary in order to comply with Section 4, the other Stockholders) stating (i) the Selling Stockholder's bona fide intention to sell or transfer the Offered Shares, (ii) the number of such shares to be sold or transferred, (iii) the price and terms for which the Selling Stockholder proposes to sell or transfer the Offered Shares, and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms. The Company, upon the request of the Selling Stockholder, will provide a list of the addresses of the Purchaser Holders (and, if required in order to comply with Section 4, the other Stockholders).
(b) In the event that the Selling Stockholder is a Common Holder (an "RFR Holder"), the Company shall have the right at any time within twenty (20) days of receipt of the Sale Notice (the "Company Election Period") to elect to purchase some or all of the Offered Shares at the price per share specified in the Sale Notice, or if no price is specified therein, at the Fair Market Value thereof. "Fair Market Value" shall be determined by the Board of Directors of the Company in good faith (with at least one Series B Director (as defined in Section 7 below) voting to approve the value so determined).
Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusals”) and the Company shall have the right to approve such transfer, in its sole and absolute discretion. If the Holder would like to transfer any Shares the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section 3(b), (2) reject to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined below), or (3) reject to exercise its Right of First Refusal and reject any transfer of the Shares.
Transfer Restrictions; Right of First Refusal. (a) Before any Stock (the "Offered Shares") may be sold or transferred by any Stockholder (the "Selling Stockholder"), the Selling Stockholder shall deliver a notice by certified mail (the "Sale Notice") to the principal business office of the Company and to each of the Purchaser Holders (and, if necessary in order to comply with Section 4, the other Stockholders) stating (i) the Selling Stockholder's bona fide intention to sell or transfer the Offered Shares, (ii) the number of such shares to be sold or transferred, (iii) the price and terms for which the Selling Stockholder proposes to sell or transfer the Offered Shares, and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms. The Company, upon the request of the Selling Stockholder, will provide a list of the addresses of the Purchaser Holders (and, if required in order to comply with Section 4, the other Stockholders).
(b) In the event that the Selling Stockholder is a Common Holder (an "RFR Holder"), the Company shall have the right at any time within twenty (20) days of receipt
Transfer Restrictions; Right of First Refusal. 10 4.1 Pledges........................................................................................10 4.2 Transfers; Right of First Refusal..............................................................10 4.3 Priority of Buy-Sell and First Refusal Provisions..............................................11 4.4 Transfer to Affiliate..........................................................................12 4.5 Ownership and Control of JE....................................................................12
Transfer Restrictions; Right of First Refusal. PUT OPTION; DRAG-ALONG AND TAG-ALONG RIGHTS
Transfer Restrictions; Right of First Refusal. LIMITED GUARANTY OF RM..........................................
Transfer Restrictions; Right of First Refusal. 18.1 RM hereby agrees that the RM Units may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of (collectively, "Transferred") or redeemed for shares of Common Stock until the first anniversary of the Closing Date. Thereafter, the RM Units and/or the shares of Common Stock underlying the RM Units (the "Underlying Shares") may only be Transferred (i) privately in accordance with the terms of the OP Agreement and this Section 18, or (ii) in the form of Underlying Shares only, publicly (subject to the restrictions of the Act and the rules and regulations promulgated thereunder) in trading blocks of 300,000 shares of Common Stock or less. Notwithstanding anything herein to the contrary (other than and subject to and in compliance with the provisions in Section 5.4(b)), the provisions of this Section 18 shall not apply to, and, in addition to any rights under the OP Agreement, RM and the Unit Holders shall have the right to make the following Transfers: (i) pledges or encumbrances of all or a portion of the RM Units to an institutional lender and/or (ii) Transfers of all or any portion of the RM Units to Permitted Transferees in accordance with the OP Agreement as it exists on the date hereof. "Permitted Transferees" means (i) any entity or individual comprising RM or the Unit Holders; (ii) any direct or indirect equity owner of RM or the Unit Holders; and (iii) members of the Immediate Family (as defined in the OP Agreement) of RM or the Unit Holders (or any direct or indirect equity owner thereof) and trusts for the benefit of one or more members of the Immediate Family of RM or the Unit Holders (or any direct or indirect equity owner thereof) created for estate and/or gift tax purposes. Any holder of RM Units pursuant to (i) or (ii) of the preceding sentence, shall be subject to the applicable terms and conditions of the OP Agreement and shall sign a counterpart of the OP Agreement to such effect.
Transfer Restrictions; Right of First Refusal. 18 Section 9.1 Withdrawal..................................................................... 18 Section 9.2 Bankruptcy..................................................................... 18 Section 9.3 Determination of Purchase Price; Method of Payment............................. 19 Section 9.4
