Common use of Transfers to Third Parties Clause in Contracts

Transfers to Third Parties. If the Company and the Investors in the aggregate fail to accept the offer stated in the Selling Stockholder’s Notice with respect to all of the Offered Shares, then the Selling Stockholder shall be free to sell any of the remaining shares of the Offered Shares not purchased by the Company and the Investors at a price and on terms no less favorable to the Selling Stockholder than described in the Selling Stockholder’s Notice, provided, however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder’s Notice pursuant to Section 3.3(a). As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.3(d), the proposed transferee(s) shall agree in writing prior to such transfer to become a party to this Agreement and shall thereafter be permitted to transfer Shares only in accordance with this Agreement.

Appears in 3 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Paratek Pharmaceuticals Inc), Investor Rights Agreement (Paratek Pharmaceuticals Inc)

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Transfers to Third Parties. If the Company and the Investors in the aggregate fail fails to accept the offer stated in the Selling Stockholder’s Notice with respect to all of the Offered Shares's Notice, then the Selling Stockholder shall be free to sell any of all, but not without the remaining shares Company's consent less than all, of the Offered Shares not purchased by to the Company and the Investors designated transferee at a price and on terms no less favorable to the Selling Stockholder than described in the Selling Stockholder’s 's Notice, ; provided, however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder’s 's Notice pursuant to Section 3.3(a)the Company. As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.3(d)2.2.4, the proposed transferee(s) shall agree in writing prior to such transfer to become a party to this Agreement and shall thereafter be permitted to transfer Shares only in accordance with this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Jennings J B), Stockholders Agreement (Lewis Bret A)

Transfers to Third Parties. If the Company and the Investors Buying Stockholders in the aggregate fail to accept the offer stated in the Selling Stockholder’s 's Notice with respect to all of the Offered Shares, then they shall not have the right to purchase any Offered Shares, and the Selling Stockholder shall shall, subject to Section 3.3 herein, be free to sell any of the remaining shares all, but not less than all, of the Offered Shares not purchased by to the Company and the Investors designated transferee at a price and on terms no less favorable to the Selling Stockholder than described in the Selling Stockholder’s 's Notice, provided, however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder’s 's Notice pursuant to Section 3.3(a)3.2.1. As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.3(d)3.2.4, the proposed transferee(s) shall agree in writing prior to such transfer to become a party to this Agreement and shall thereafter be permitted to transfer Shares only in accordance with this Agreement.

Appears in 1 contract

Samples: Investor Rights Agreement (PTC Therapeutics, Inc.)

Transfers to Third Parties. If the Company and the Investors in the aggregate fail fails to accept -------------------------- the offer stated in the Selling Stockholder’s Notice with respect to all of the Offered SharesShareholder's Notice, then the Selling Stockholder Shareholder shall be free to sell any of the remaining shares all, but not less than all, of the Offered Shares not purchased by Securities to the Company and the Investors designated transferee at a price and on terms no less favorable to the Selling Stockholder Shareholder than described in the Selling Stockholder’s Shareholder's Notice, ; provided, however, that such sale is consummated within ninety (90) days after the giving of the Selling Stockholder’s Shareholder's Notice pursuant to Section 3.3(a)the Company. As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.3(d11 (b)(iii), the proposed transferee(s) shall agree in writing prior to such transfer to become a party to this Agreement and shall thereafter be permitted to transfer Shares Securities only in accordance with this Agreement.

Appears in 1 contract

Samples: Share Contribution, Subscription, Right of First Refusal and Voting Agreement (Bamboo Com Inc)

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Transfers to Third Parties. If the Company and the Investors in the aggregate Buying Stockholders fail to accept the offer stated in the Selling Stockholder’s Notice with respect to all of the Offered Shares's Notice, then the Selling Stockholder shall be free to sell any of the remaining shares all, but not less than all, of the Offered Shares not purchased by to the Company and the Investors designated transferee at a price and on terms no less favorable to the Selling Stockholder than described in the Selling Stockholder’s 's Notice, ; provided, however, that such sale is consummated within ninety (90) days after the later of the giving of the Selling Stockholder’s 's Notice pursuant to Section 3.3(a)the Company and, if applicable, to the Buying Stockholders. As a condition precedent to the effectiveness of a transfer pursuant to this Section 3.3(d)2.2.4, the proposed transferee(s) shall agree in writing prior to such transfer to become a party to this Agreement and shall thereafter be permitted to transfer Shares only in accordance with this Agreement.

Appears in 1 contract

Samples: Stockholders and Voting Agreement (Alloy Online Inc)

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