Right of First. Refusal Notice Period” 11.6(b)(ii) “Target” 1.10 “Term” 11.1 “Transition Request Period” 11.5(b)(ii)(7) “Value Added Tax” 6.12(b)
Right of First. Refusal The Company shall have a right of first refusal on all management equity rights (which rights the Company may assign to LB MBP II) until the transfer restrictions expire. Such right shall not apply to any transfer to a Permitted Transferee so long as such Permitted Transferee agrees to be bound by the terms of all applicable agreements. Registration Rights Each Executive will have "piggy back" registration rights if (i) the Company is registering shares of its common stock under the Securities Act of 1933 for its own account (subject to customary exceptions for registrations related to exchange offers or benefit plans), provided that such rights shall only be available if LB MBP II is selling shares of common stock for its own account in connection with such registration, in each case on a pro rata basis with LB MBP II or (ii) in any Public Offering in which shares owned by LB MBP II are offered, on a pro rata basis. Beginning on the later of a Public Offering and the fifth anniversary of the recapitalization, each Executive will have "demand" registration rights, subject to customary threshold provisions and black-out provisions. Tagalong/Dragalong In the event that LB MBP II or one 34 9 of its affiliates is transferring any shares of common stock of the Company to a third party, it will give each Executive notice of such proposed transfer, including the relevant terms thereof. Within 30 days of receipt of such notice, each Executive may elect to sell his Option Shares or Purchased Shares to such third party on a pro rata basis with LB MBP II. Notwithstanding the foregoing, the "tag-along" rights shall not apply to any sale of LB MBP II or its affiliates pursuant to a syndication of its equity interest in the Company during the six month period after the Effective Time, provided that the aggregate amount of such sale does not exceed $100 million. In the event the LB MBP II or one of its affiliates is transferring shares of common stock of the Company to any third party that has made an offer to purchase such shares, LB MBP II will have the right to cause each Executive to sell his Option Shares or Purchased Shares to such third party on a pro rata basis.
Right of First. Refusal Notice Period” 11.6.2(b) “Rules” 12.3.1 “Sales Milestones” 6.3 “Specific Licensor Patents” 7.4.1 “Subcontractor” 4.4 “Supply Agreement” 4.3 “Supply Terms” 4.3 “Term” 11.1 “Terms Sheet Negotiation Period” 2.8 “Third Party Transaction” 2.8
Examples of Right of First in a sentence
If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company 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.
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.
If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction.
The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part.
Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above.
More Definitions of Right of First
Right of First. Refusal as contained in Exhibit "D" of the Agreement is hereby amended to provide that Tenant has exercised it's Right of First Refusal to the Refusal Space as described therein. The Agreement is further amended to provide that Tenant shall have an additional Right of First Refusal to lease 3,953 rentable square feet of space, as more particularly depicted on Exhibit "A" attached hereto (the "Second Refusal Space"). The Second Refusal Space shall be available to Tenant under all the terms and conditions as set forth in Exhibit "D", Right of First Refusal, of the original Least Agreement.
Right of First. Refusal shall continue so long as LESSEE shall be current in i ts payments of rental sums due as provided in this lease and performing all the terms and conditions stated therein to be kept and performed.
Right of First. Refusal" 6.2 "Certification" 6.4(a)
Right of First. Refusal” 11.6.2
Right of First. Offer in Respect of the SECI Limited Partnership Interests. Prior to offering for sale the SECI Limited Partnership Interest or any portion thereof to Persons other than Affiliates of SECI, Tomen or GE Capital, or soliciting offers to purchase the SECI Limited Partnership Interest or any portion thereof from Persons other than Affiliates of SECI, Tomen or GE Capital, SECI shall solicit an offer to purchase the SECI Limited Partnership Interest or portion thereof to be sold from GE Capital and TPC One and TPC Two. Upon receipt of such a solicitation from SECI Limited, GE Capital and TPC One and TPC Two shall have 60 days in which to make an offer to purchase the SECI Limited Partnership Interest or portion thereof to be sold. If neither GE Capital nor TPC One and TPC Two makes an offer to purchase the SECI Limited Partnership Interest or portion thereof to be sold prior to the end of such 60 day period, then SECI may thereafter offer to sell, solicit offers to purchase and sell the SECI Limited Partnership Interest or portion thereof to be sold to any Person on such terms and conditions as SECI deems appropriate, in its sole discretion. If either GE Capital or TPC One and TPC Two makes an offer to purchase the SECI Limited Partnership Interest or portion thereof to be sold and SECI rejects such offer, then SECI, during the 270 day period following the rejection of such offer, may offer to sell, solicit offers to purchase and sell the SECI Limited Partnership Interest or portion thereof to be sold to any Person on terms and conditions which are more favorable to SECI than the terms and conditions offered by GE Capital and/or TPC One and TPC Two. If SECI shall not enter into a binding commitment to sell the SECI Limited Partnership Interest or portion thereof to be sold prior to the end of such 270 day period, then the procedure set forth in the foregoing provisions of this Section 10.14 shall be reinstated. Upon any transfer of the SECI Limited Partnership Interest pursuant to the provisions of this Section 10.14, the provisions of this Section 10.14 shall lapse and be of no further force or effect with respect to the portion of the SECI Limited Partnership Interest so transferred.
Right of First. Refusal has the meaning set forth in Article 8.3.2 of this Agreement. Right of First Refusal Event has the meaning set forth in Article 8.3.1 of this Agreement.
Right of First. Refusal Notice Period” 10.6.2(b) “Rules” 11.3.1