Common use of Xxxxxx’s Right to Transfer Clause in Contracts

Xxxxxx’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to that Proposed Transferee at the Offered Price or at a higher price, provided (i) that such -------- sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 4 contracts

Samples: Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc)

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Xxxxxx’s Right to Transfer. If all of the Offered Shares -------------------------- proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to that Proposed Transferee at the Offered Price or at a higher price, provided (i) that -------- such -------- sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 3 contracts

Samples: Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc)

Xxxxxx’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this SectionSection 5, then (subject to any restrictions on transfer set forth in the Plan or the Option Agreement) the Holder may sell or otherwise transfer such Offered Shares to that Proposed Transferee at the Offered Price or at a higher price, provided (i) that such -------- sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, (ii) that any such sale or other transfer is effected in compliance accordance with all any applicable securities laws, laws and (iii) that the Proposed Transferee agrees in writing that the provisions of the Plan, the Option Agreement and this Section will 5 shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must shall be given to the Company pursuant to which Company, and the Company will and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Stock Option Agreement (Verrica Pharmaceuticals Inc.)

Xxxxxx’s Right to Transfer. If all of the Offered Shares -------------------------- proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Offered Shares to that Proposed Transferee at the Offered Price or at a higher price, provided (i) that such -------- sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (ii) any such sale or other transfer is effected in compliance with all applicable securities laws, and (iii) the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Stock Option Agreement (Tibco Software Inc)

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Xxxxxx’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer each of such remaining Offered Shares to that Proposed Transferee at the Offered Price Per Share or at a higher price, provided (i) that such -------- sale or other transfer is consummated within one hundred twenty thirty (12030) days after the date of the Notice, and provided further, that (iia) any such sale or other transfer is effected in compliance with all applicable securities laws, laws and (iiib) the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty thirty (12030) day period, then a new Notice must be given to the Company pursuant to which Company, and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Stockholder Subscription Agreement

Xxxxxx’s Right to Transfer. If all of the Offered Shares proposed -------------------------- in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this SectionSection 4(a), then the Holder may sell or otherwise transfer such Offered remaining Shares to that Proposed Transferee at the Offered Price or at a higher price, provided (i) that such -------- sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice, (ii) Notice and provided further that any such sale or other transfer is effected in compliance accordance with all any applicable securities laws, laws and (iii) the Proposed Transferee agrees in writing that the provisions of this Section will 4 shall continue to apply to the Offered Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with applicable securities laws. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such one hundred twenty (120) day period, then or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice must shall be given to the Company pursuant to which Company, and the Company will and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Appears in 1 contract

Samples: Common Stock Purchase Agreement

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