Rights of First Refusal Sample Clauses

Rights of First Refusal. 17 4.1 Subsequent Offerings.........................................................17

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representa...

Rights of First Refusal. Solely in connection with the tender and purchase of Company Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Company Shares owned by, or issuable to, any Person, other than rights to repurchase unvested shares, if any, that may be held by Persons pursuant to the grant of restricted stock purchase rights or following exercise of employee stock options.

Rights of First Refusal. So long as any portion of Convertible Debentures are outstanding, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyers such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Buyers shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The fees in any and all such financings shall be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions. 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. (a) Each Stockholder agrees with the other Stockholders that, except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder or any of its Wholly-Owned Affiliates or Parent Entities wants to Transfer any shares of Voting Stock to any other Person (other than (x) Transfers of Voting Stock to a Restricted Transferee or (y) Transfers of Voting Stock (except Class A Common Stock) to an Affiliate of such Stockholder which is not a Parent Entity or a Wholly Owned Affiliate of a Parent Entity, both of which Transfers are prohibited hereby, and other than pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such pledge, hypothecation or other financing transaction) in a bona fide transaction, such Stockholder, Wholly Owned Affiliate or Parent Entity (the "OFFEROR") shall be entitled to do so provided that such Offeror first offers to sell such shares of Voting Stock to the other Stockholder (with Aspen and Atlantis together with their Wholly Owned Affiliates and Parent Entities being such other Stockholder if AOL, AOLTW or any AOLTW Permitted Assignee or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; and with AOL and AOLTW together with their Wholly Owned Affiliates and Parent Entities constituting such other Stockholder if Aspen or Atlantis or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; such other Stockholder, the "OFFEREE") at the same price and the same terms and conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree a written notice (the "OFFER NOTICE") stating in reasonable detail such price or other consideration and such terms and conditions and identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the shares of Voting Stock. The Offeree shall have a period of thirty (30) days after the receipt of the Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the expiration or early t...

Rights of First Refusal. So long as any portion of this Debenture is outstanding (including principal or accrued interest), if the Obligor intends to raise additional capital by the issuance or sale of capital stock of the Obligor, including without limitation shares of any class of Common Stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of Common Stock (whether the offering is conducted by the Obligor, underwriter, placement agent or any third party) the Obligor shall be obligated to offer to the Holder such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Holder shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer. This Debenture is subject to the following additional provisions:

Rights of First Refusal. Except as set forth on Schedule 3(q), the Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nomine...