Holders’ Right of First Refusal Clause Samples

Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of [***] from the Delivery of the Additional Transfer Notice from the Selling Common Holder set forth in Section 2.1(c) to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of its pro rata share of the Remaining Shares (a “Participating Holder” for the purposes of this Section 2.1(d) and Section 2.1(e)), by notifying the Selling Common Holder and the Company in writing, before expiration of the [***] period as to the number of such shares that it wishes to purchase (the “Participating Holder Notice”). Each Holder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) owned by such Holder on the date of the Transfer Notice and denominator of which shall be the total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) held by all Holders on the date of the Transfer Notice. (ii) In the event any Holder elects not to purchase its pro rata share of the Remaining Shares available pursuant to its option under Section 2.1(d)(i) within the time period set forth therein, then the Selling Common Holder shall promptly give written notice (the “Overallotment Notice”) to each Participating Holder that has elected to purchase all of its pro rata share of the Remaining Shares (each a “Fully Participating Holder”), which notice shall set forth the number of Remaining Shares not purchased by the other Holders (“Unsubscribed Shares”), and shall offer the Fully Participating Holders the right to acquire the Unsubscribed Shares. Each Fully Participating Holder shall have [***] after Delivery of the Overallotment Notice to deliver a written notice to the Selling Common Holder (the “Participating Holders Overallotment Notice”) of its election to purchase its pro rata share of the Unsubscribed Shares on the same terms and conditions as set forth in the Additional Transfer Notice, which such Participating Holders Overallotment Notice shall also indicate the maximum number of the Unsubscribed Shares that such Fully Participating Holder will purchase in the event that any other Ful...
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Holders’ Right of First Refusal. (a) At any time prior to a Qualified Public Offering, before the Transferor of Securities may effect any Transfer of all or a portion of the Preferred Stock held by such Transferor (the “Offered Preferred”), the Transferor shall deliver to the Company and to the Holders a Transferor’s Notice stating (i) the Transferor’s bona fide intention to Transfer such Offered Preferred; (ii) the name and address of each proposed Transferee; and (iii) the bona fide cash price or other consideration for which the Transferor proposes to Transfer such Offered Preferred (the “Preferred Price”); and the Transferor shall offer the Offered Preferred at the Preferred Price first to the non-selling Holders and then to the Company. (b) Upon receipt of the Transferor’s Notice, each Holder shall have the right of first refusal to purchase the number of shares of the Offered Preferred equal to such Holder’s pro rata amount of such Offered Preferred (determined by dividing the sum of (i) the number of shares of Common Stock underlying the Preferred Stock of such Holder and (ii) the number of shares of Common Stock held by such Holder that were received upon conversion of Preferred Stock, by the sum of (x) the number of shares of Common Stock underlying the Preferred Stock outstanding other than the Offered Preferred and (y) the number of shares of Common Stock outstanding that were received upon conversion of Preferred Stock held by all Holders other than
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Holders’ Right of First Refusal. Prior to Senior Lender exercising any right to accelerate the indebtedness owed to it by Maker, Holder shall have the right to pay in full all outstanding principal and interest any other amounts owing by Maker and Company to Senior Lender (the “Right of First Refusal”). If Holder exercises the Right of First Refusal, then Maker hereby acknowledges and agrees that it shall tender to Holder, for no additional consideration, all of the issued and outstanding capital stock of Company. Maker agrees to cause Senior Lender to agree to the foregoing, and shall provide a copy of such agreement to Holder.
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Holders’ Right of First Refusal. (i) Each Holder shall have an option for a period of ten (10) days from the Delivery of the Transfer Notice as described in Section 2.1(a) to elect to purchase all or any portion of its respective pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Each Holder may exercise such purchase option and purchase all or any portion of his, her or its pro rata share of the Offered Shares (a “Participating Holder”), by notifying the Selling Holder and the Company in writing, before expiration of the ten (10) day period as to the number of such shares that he, she or it wishes to purchase (the “Participating
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Holders’ Right of First Refusal. (i) Each Holder shall have the right of first refusal, exercisable upon giving written notice to the Selling Shareholders (the “Purchase and Co-Sale Notice”) within 30 days after its receipt of the Transfer Notice, to purchase up to its pro rata share of the Offered Shares plus up to its pro rata share of any balance of the Offered Shares not purchased by any other Holders who elected not to exercise the right of first refusal (the “Remaining Shares”) on the same terms and conditions as set forth in the Transfer Notice, subject to Section 4.2(b)(iii). The Purchase and Co-Sale Notice shall state (i) whether the Holder desires to purchase the maximum amount of the Offered Shares available including his, her or its pro rata share of the Remaining Shares, and (ii) whether the Holder elects not to purchase any of the Offered Shares but wishes to sell a portion of the securities held by such Holder pursuant
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Holders’ Right of First Refusal. (i) The Expedia Shareholder shall have an option for a period of ten (10) days from the Delivery of the Additional Transfer Notice from the Selling Shareholder set forth in Section 2.1(c) to elect to purchase any or all of the Initial Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. The Expedia Shareholder may exercise such purchase option and purchase all or any portion of the Initial Remaining Shares by notifying the Selling Shareholder and the Company in writing, before expiration of the ten (10) day period as to the number of such Equity Securities that it wishes to purchase. (ii) Subject to the Expedia Shareholder’s option set forth in Section 2.1(d)(i), if at any time the Selling Shareholder proposes a Transfer, then, within five (5) business days after the Expedia Shareholder has declined to purchase all, or a portion, of the Offered Securities or the Expedia Shareholder’s option to so purchase the Offered Securities has expired, the Selling Shareholder shall promptly give each other Holder a “Second Additional Transfer Notice” that shall include all of the information and certifications required in a Transfer Notice and shall additionally identify the Offered Securities that the Expedia Shareholder has declined to purchase (the “Remaining Shares”) and briefly describe the other Holders’ rights of first refusal and co-sale rights with respect to the proposed Transfer.
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Holders’ Right of First Refusal. 13 Section 6.1.
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Holders’ Right of First Refusal. Until the first anniversary of the Closing Date, the Holders shall have a right of first refusal (i) to match the terms upon which any third party proposes to purchase from the Company any equity securities of the Company having an aggregate purchase price of at least $1,000,000, on an all or none basis, and (ii) to match the terms on which the Company proposes an offering of its Common Stock. If the Company desires to engage in a transaction described in (i) or (ii) above, the Company must first give written notice to the Holders (the “Financing Notice”) which shall include (i) the number and terms of the shares of equity securities proposed to be offered (the “Offered Equity Securities”), (ii) the proposed purchase price thereof (the “Equity Purchase Price”), including the type of consideration and (iii) all other material terms and conditions of such offer.
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Holders’ Right of First Refusal 
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Related to Holders’ Right of First Refusal

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • 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. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • 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”).

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.