Transfers Subject to Right of First Refusal Sample Clauses

Transfers Subject to Right of First Refusal. If any Shareholder proposes to Transfer any Shares, the other Shareholders (other than Shareholders that acquired Shares through the ESOP) shall have a right of first refusal (the “First Refusal Right”) with respect to such Transfer as provided in this Section 3.4. A Shareholder proposing to Transfer any Shares to a third party shall, prior to issuing the Transfer Notice, confirm with the Company that the proposed transferee is not a Restricted Person, and if the Company confirms that the proposed transferee is a Restricted Person, the proposed Transfer to such third party may not proceed.
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Transfers Subject to Right of First Refusal. If any Founder Shareholder proposes to Transfer any Shares, the other Shareholders shall have a right of First Refusal (the “First Refusal Right”) with respect to such Transfer as provided in this Section 6.5.
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Transfers Subject to Right of First Refusal. (a) Subject to the terms and conditions of this Section 6.5, Riverwood shall have a right of first refusal (the "First Refusal Right") with respect to any proposed Transfer to any Specified Entity (as defined below), other than a Permitted 50,000 Acre Transfer. Riverwood shall have such First Refusal Right regardless of whether it has previously elected not to exercise any First Offer Right with respect to the acreage or interest proposed to be transferred pursuant to such Transfer.
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Transfers Subject to Right of First Refusal. Subject to all other provisions of this Section 3, in particular Section 3.3 above, if any Founder, Sunny Ocean, any Controlling Shareholder, the Company or any ESOP Participant (a “Selling Shareholder”) proposes to Transfer any Ordinary Shares (and, in the case of an ESOP Participant, any ESOP Share Options) it held, directly or indirectly, to any Person other than an Exempt Transfer, then the Holders (the “ROFR Offerees”) shall have a right of first refusal (the “Right of First Refusal”) to purchase such Ordinary Shares as provided in this Section 3.4.
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Transfers Subject to Right of First Refusal. (a) Subject to Sections 12.1 and 12.4, if any Partner desires to Transfer all or any portion of its Partnership Interest other than to a permitted transferee under Section 12.2 (the “Transferred Interest”), then such Partner (the “Transferring Partner”) shall provide written notice (the “Transfer Notice”) to the other Partners (the “Non-Transferring Partners”) setting forth (A) the Transferred Interest, (B) the price at which the Transferred Interest is proposed to be transferred and (C) in the case of a proposed sale or exchange for value, the terms of the proposed transfer, including the payment terms. The Non-Transferring Partners shall have the right and option (the “Option”) to purchase (or cause their nominee to purchase) all, but not less than all, of the Transferred Interest. If more than one Non-Transferring Partner desires to exercise the Option, the Non-Transferring Partners will purchase the Transferred Interest in proportion to such Non-Transferring Partner’s Percentage Interests in the Partnership or as they may otherwise agree among themselves. Any Non-Transferring Partner desiring to exercise the Option shall deliver written notice (the “Exercise Notice”) to that effect to the Transferring Partner within thirty (30) days after the Transfer Notice is given (the “Option Period”) and the sale shall be consummated on the terms and conditions set forth in the Transfer Notice.
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Transfers Subject to Right of First Refusal. If any Restricted Shareholder (except for Sequoia) or any Management Holding Entity that becomes a Shareholder proposes to Transfer any Shares, (i) the Key Shareholders, (ii) Series A Holders (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, in accordance with and subject to Section 5.04(g)), (iii) Series B Holders and (iv) Series C Holders (together, the “ROFR Right Holders”) shall each have a right of first refusal (the “First Refusal Right”) with respect to such Transfer as provided in this Section 5.04. A Restricted Shareholder (except for Sequoia) proposing to Transfer any Shares to a third party shall, prior to delivering the Transfer Notice (as defined below) in respect thereof, confirm with the Board of the Company that the proposed transferee is not a Company Restricted Person or a Daojia Restricted Person. If the Board of the Company confirms that such proposed transferee is a Company Restricted Person or a Daojia Restricted Person, the proposed Transfer to such proposed transferee may not proceed.
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Transfers Subject to Right of First Refusal. If any holder of Ordinary Shares or any holder of Series B Preferred Shares (other than any Series B Preferred Share acquired by Tencent or 58 Limited at the completion of the Series B Financing) (each, a “Restricted Shareholder”) proposes to Transfer any Shares, the holders of Preferred Shares shall have a right of first refusal (the “First Refusal Right”) with respect to such Transfer as provided in this Section 3.4. A Restricted Shareholder proposing to Transfer any Shares to a third party shall, prior to delivering the Transfer Notice in respect thereof, confirm with the Company that the proposed transferee is not a Competitor or a Restricted Person. If the Company confirms that such proposed transferee is a Competitor or a Restricted Person, the proposed Transfer to such proposed transferee shall not proceed.
Sample 1
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Related to Transfers Subject to 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • 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.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • 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”).

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • 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.

  • 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.

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