Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.
Appears in 26 contracts
Samples: Securities Agreement (Pacific DataVision, Inc.), Stock Option Agreement (Auxilio Inc), Stock Option Agreement (Auxilio Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.
Appears in 19 contracts
Samples: Stock Option Agreement (Emulate Therapeutics, Inc.), Securities Purchase Agreement (Direct Communication Solutions, Inc.), Executive Employment Agreement (Ambrx Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 10.9 below result in a termination of the Right of First Refusal.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Intelepeer Inc), Securities Purchase Agreement (Intelepeer Inc), Incentive Stock Option Agreement (Ask Jeeves Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 11.9 result in a termination of the Right of First Refusal.
Appears in 2 contracts
Samples: Securities Purchase Agreement (AEye, Inc.), Securities Purchase Agreement (Newlink Genetics Corp)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Units acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnachip Semiconductor LLC), Securities Purchase Agreement (Magnachip Semiconductor LLC)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 10.8 result in a termination of the Right of First Refusal.
Appears in 2 contracts
Samples: Deferred Units Agreement (Wayfair Inc.), Deferred Units Agreement (Wayfair LLC)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companythe Company or of any parent corporation or subsidiary corporation, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 4.9 below result in a termination of the Right of First Refusal.
Appears in 2 contracts
Samples: Restricted Stock Agreement (DT Credit Company, LLC), Restricted Stock Agreement (DT Credit Company, LLC)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Remaining Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companythe Company or of any parent corporation or subsidiary corporation, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 4.9 below result in a termination of the Right of First Refusal.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Drivetime Automotive Group Inc), Restricted Stock Agreement (Drivetime Automotive Group Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership a Change Eventin Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 3.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Sprout Social, Inc.)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option Purchase Right if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rubicon Project, Inc.)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change EventEvent described in the Plan. If the consideration received pursuant to such transfer or exchange Ownership Change Event consists of stock shares of a member of the Participating CompanyCompany Group, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of pursuant to the Option Award if such transfer or exchange is in connection with an Ownership Change Eventa Corporate Transaction. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companyan Affiliate, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 10(i) below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Purchase Right if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Securities Purchase Agreement (CreditCards.com, Inc.)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership a Change Eventin Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating CompanyShares, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Restricted Stock Units Agreement (Terran Orbital Corp)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 11.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership a Change Eventof Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 9.9 herein result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Units if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 7.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnachip Semiconductor LLC)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock Shares of a member of the Participating CompanyCompany Group, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer transfer. or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Netscape Communications Corp)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 13.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Stock Option Agreement (Telect Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 9.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option this Warrant if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Warrant Agreement (Santarus Inc)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Eventa Corporate Transaction. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companyan Affiliate, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11(i) below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Option Agreement (Lipocine Inc.)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 13.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 129 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Conatus Pharmaceuticals Inc.)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.
Appears in 1 contract
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Units if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnachip Semiconductor LLC)
Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 9.9 result in a termination of the Right of First Refusal.
Appears in 1 contract