Rights of First Refusal Sample Clauses

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. (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. Following the five-year period immediately following the date hereof, if a Special Partner desires to Transfer all (but not less than all) of its Partnership Interest and all (but not less than all) of its (or one of its Affiliate's) GP Shares and such Partner shall have received a bona fide written proposal from a third party to acquire its Partnership Interest and its (or one of its Affiliate's) GP Shares and its rights under the Supply Agreement which otherwise complies with the terms of this Agreement (a "Third Party Offer"), then the Transfer shall be permitted as provided herein, subject to a right of first refusal in favor of the other Special Partner in accordance with the following provisions: (a) The transferring Special Partner shall provide the other Special Partner having a right of first refusal under this Section 10.4 with written notice (an "Offer Notice") of its desire to Transfer its Partnership Interest. The Offer Notice shall state that such Special Partner wishes to Transfer its Partnership Interest, the name and identity of the transferees, the proposed purchase price for its Partnership Interest and any other terms and conditions material to the sale set forth in the bona fide offer and contain a copy of the bona fide offer. (b) The other Special Partner shall have a period of up to 30 days following receipt of an Offer Notice from the transferring Special Partner to elect to purchase (or to cause one of its Affiliates to elect to purchase) all of such transferring Special Partner's Partnership Interest and to acquire all of the transferring Special Partner's (or, if applicable, its Affiliate's) related rights under the Supply Agreement on the terms and conditions set forth in the Offer Notice, by delivering to the transferring Special Partner a written notice of such election. (c) If the Special Partner elects to purchase (or to cause one or more of its Affiliates to elect to purchase) all of the Partnership Interest and to acquire the related rights under the Supply Agreement which are the subject of the Third-Party Offer, on the terms and conditions set forth in the Offer Notice within the applicable 30-day period, such purchase shall be consummated within three months (or such longer period as may be reasonably required to obtain any necessary regulatory approval) after the date on which the purchasing Special Partner notifies the transferring Special Partner of such election. (d) If neither the other Special Partner nor any of i...

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. 17 4.1 Subsequent Offerings.........................................................17

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. 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. Except as set forth on Schedule 4c(i) or Schedule 4r, 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. (a) Each Quotaholder of the Company hereby extends to the other Quotaholder a right of first refusal with respect to the sale of the Equity Quotas held by it or its Affiliates. The price of the Equity Quotas will be determined by an independent public accounting firm mutually agreed to by the Parties. Additionally, if at any time during the term hereof either Quotaholder or its respective Affiliates (the "OFFEROR PARTY") receives a bona fide offer from a third party ("THIRD PARTY OFFEROR") to purchase said Equity Quotas which offer is acceptable to the Offeror Party ("THIRD PARTY OFFER"), then the Offeror Party shall first offer to sell said Quotas to the other Quotaholder at the same price and an the same terms as have been offered by the Third Party Offeror. (b) In the event either Quotaholder receives an unsolicited offer from a third party or parties for the purchase of such Quotaholder's Equity Quotas, the Quotaholder receiving such offer will promptly inform the other Quotaholder of the name, business and address of the third party. (c) The Offeror Party's notice of the offer to the other Quotaholder shall set forth the name and address of the Third Party Offeror, the per quota price offered by the Third Party Offeror, the number of Equity Quotas to which the offer applies and the other terms of the Third Party Offer. (d) The Offeror Party's offer shall remain effective for acceptance by the other Quotaholder (the "ACCEPTANCE PERIOD") for 45 days from the date of the Offeror Party's notice. During the Acceptance Period, the other Quotaholder may accept the offer to purchase all, and not only a part of, the Equity Quotas offered by the Offeror Party by giving written notice of such acceptance to the Offeror Party. (e) If the other Quotaholder rejects or fails to accept such offer, the Offeror Party shall, subject to the prior written consent of such other Quotaholder, which consent shall not be unreasonably withheld, have the right, exercisable not later than 90 days following the expiration of the Acceptance Period, to consummate the sale of the offered quotas to the Third Party Offeror at a price not lower than, and on terms not more favorable than the Third Party Offer. If the Offeror Party does not consummate such sale within said 90-day period, such offered Equity Quotas shall again be subject in all respects to the terms, conditions, and restrictions provided in this Section 8.4. (f) If the other Quotaholder agrees to purchase the offered Equity...