Common use of Violation of First Refusal Right Clause in Contracts

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.

Appears in 46 contracts

Samples: Right of First Refusal and Co Sale Agreement (Pacaso Inc.), Right of First Refusal and Co Sale Agreement (Tesseract Collective, Inc.), Right of First Refusal and Co Sale Agreement (Rogue Baron PLC)

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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, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 20 contracts

Samples: Right of First Refusal and Co Sale Agreement (Caribou Biosciences, Inc.), Contribution and Exchange Agreement (Steinberg Michael), Contribution and Exchange Agreement (Continental Grain Co)

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

Appears in 5 contracts

Samples: Investors’ Rights Agreement (Gin & Luck Inc.), Investors’ Rights Agreement (Gin & Luck Inc.), Investors’ Rights Agreement (Gin & Luck Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock Securities to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock Securities 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 Securities 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, the certificate or book entry certificates representing the Transfer Stock Securities to be sold.

Appears in 4 contracts

Samples: License Agreement (Myovant Sciences Ltd.), License Agreement (Myovant Sciences Ltd.), License Agreement (Myovant Sciences Ltd.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Participating Investor or Rights Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Participating Investor and/or Rights Holder 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 Company, such Investor or such Investor Rights Holder (or request that the Company effect such transfer in the name of an InvestorInvestor or a Rights Holder) on the Company’s books any certificates, instruments, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 3 contracts

Samples: Right of First Refusal and Co Sale Agreement (Denim LA, Inc.), Right of First Refusal and Co Sale Agreement (Denim LA, Inc.), Right of First Refusal and Co Sale Agreement (Denim LA, Inc.)

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

Appears in 2 contracts

Samples: Stockholder Agreement, Stockholder Agreement

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.

Appears in 2 contracts

Samples: Voting Agreement (Facible BioDiagnostics, Inc.), Voting Agreement (Facible BioDiagnostics, Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Major Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Major 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 Major Investor (or request that the Company effect such transfer in the name of an a Major Investor) on the Company’s books any certificates, instruments, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 2 contracts

Samples: Investors' Rights Agreement (ThredUp Inc.), Investors' Rights Agreement (ThredUp Inc.)

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, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.), Right of First Refusal and Co Sale Agreement (Basil Street Cafe, Inc.)

Violation of First Refusal Right. If any Key Holder stockholder of the Company 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 stockholder 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.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement (Lantern Pharma Inc.), Right of First Refusal and Co Sale Agreement (Lantern Pharma Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor Holder 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 Holder (or request that the Company effect such transfer in the name of an InvestorHolder) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

Appears in 2 contracts

Samples: Right of First Refusal (Sherman a Haag), Right of First Refusal (Sherman a Haag)

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

Appears in 1 contract

Samples: Investors’ Rights Agreement (8tracks, Inc.)

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 such Investor) on the Company’s books any certificates, instruments, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (H-Cyte, Inc.)

Violation of First Refusal Right. If any Investor or 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 Investor or Key Holder Holder, as applicable, 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.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Kindara, Inc.)

Violation of First Refusal Right. If any Key Holder Investor becomes obligated to sell any Transfer Stock to the Company or any Investor to Parent under this Agreement and fails to deliver tender in accordance with 2.1 of this Agreement such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor Parent may, at its option, in addition to all other remedies it may have, send to such Key Holder Investor the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor Parent (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.

Appears in 1 contract

Samples: Investor Rights Agreement (NextPlay Technologies Inc.)

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 such Investor's 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 's books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Blackboxstocks Inc.)

Violation of First Refusal Right. If any Key Major 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 Major 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, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Akebia Therapeutics, Inc.)

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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 such Investor) on the Company’s 's books any certificates, instruments, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (FWHC Holdings, LLC)

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, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Axcella Health Inc.)

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 certificate or certificates, instruments, or book entry representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (BioAtla, Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor other Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor purchasing Holder may, at its option, in addition to all other remedies it may have, send to such Key selling Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor Holder (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.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Significant Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Significant 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 Significant Investor (or request that the Company effect such transfer in the name of an Significant Investor) on the Company’s books any certificates, instruments, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (OvaScience, Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Major Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Major 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 Major Investor (or request that the Company effect such transfer in the name of an a Major Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (iBio, Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock Shares to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock Shares 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 Shares 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 's books any certificates, instruments, or book entry representing the Transfer Stock Shares to be sold.

Appears in 1 contract

Samples: Shareholder Agreement

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

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Ondas Holdings Inc.)

Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any the Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such the 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, the certificate or book entry certificates representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (ScripsAmerica, Inc.)

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 the Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

Appears in 1 contract

Samples: Stockholders Agreement (Miso Robotics, Inc.)

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