Company’s Right of First Refusal Contract Clauses (219)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Company’s Right of First Refusal clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Company’s Right of First Refusal. Before any Vested Shares held by Participant or any transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the "Right of First Refusal"). The Company's Right of First Refusal will terminate when the Company's s...ecurities become publicly traded. View More
Found in Bill.com Holdings, Inc. contract
Company’s Right of First Refusal. Before any Vested Shares held by Participant or any transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the "Right of First Refusal"). The Company's Right of First Refusal will terminate when the Company's s...ecurities become publicly traded. Unvested Shares may not be sold or otherwise transferred without the Company's prior written consent. View More
Found in Tenzing Acquisition Corp. contract
Company’s Right of First Refusal. Before any Vested Shares held by Participant or any transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), such transfer must be permitted by written approval of the Committee or the Board, and the Company and/or its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exercise Agreement (the "Right of Fi...rst Refusal"). The Company's Right of First Refusal will terminate when the Company's securities become publicly traded. View More
Found in Couchbase, Inc. contract
Company’s Right of First Refusal. Unvested Shares may not be sold or otherwise transferred by Participant without the Company's prior written consent. Before any Vested Shares held by Participant or any transferee of such Vested Shares may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the terms and conditions set forth in the Exerci...se Agreement (the "Right of First Refusal"). The Company's Right of First Refusal will terminate when the Company's securities become publicly traded. View More
Found in DROPBOX, INC. contract
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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"). (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the "Notice") ...stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. (c) Purchase Price. The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered 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. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. (e) Holder's Right to Transfer. If all of the 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 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. 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. (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant's lifetime or on the Participant's death by will or intestacy to the Participant's immediate family or a trust for the benefit of the Participant's immediate family shall be exempt from the provisions of this Section 5. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5. (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. View More
Found in Apptio Inc contract
Company’s Right of First Refusal. Before any Shares held by Participant the Grantee or any transferee (either being sometimes referred to herein as (as applicable, 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 6 (the "Right of First Refusal"). (a) Notice of Proposed Transfer. The Holder must obtain a bona fide third-party offer to ...purchase the Shares, subject only to compliance with this Right of the Shares First Refusal. The Holder shall deliver to the Company a written notice (the "Notice") stating: (i) the -2- Holder's bona fide intention to sell or otherwise transfer such Shares; Shares in accordance with such offer; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), Price") and the any applicable terms of payment. The Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). assignee(s) at the Offered Price and on the stated payment terms. (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of it receives the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, some or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, Transferees at the purchase price determined in accordance with subsection (c) below. (c) Purchase Price. The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, and on 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. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. (e) stated payment terms. (c) Holder's Right to Transfer. If all of the 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 5, assignee(s), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price and on the stated payment terms, or at a higher price, provided that (i) such sale or other transfer is consummated within one hundred and twenty (120) ninety (90) days after the date expiration of the Notice, that 30-day period described in Section 6(b) hereof, (ii) any such sale or other transfer is effected in accordance with any applicable securities laws laws, and that (iii) the Proposed Transferee agrees in writing that the provisions of this Section 5 Sections 4 and 6 hereof shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such 90-day 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. (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the (d) Exemptions. The transfer of any or all of the Shares during the Participant's lifetime or on the Participant's death by will or intestacy to the Participant's immediate family or acquiror in a trust for the benefit Change of the Participant's immediate family Control Transaction shall be exempt from the provisions of this Section 5. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5. (g) 6. (e) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock completion of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. Company's IPO. View More
Found in CoLucid Pharmaceuticals, Inc. contract
Company’s Right of First Refusal. Before If Participant is bound that certain Stockholders' Agreement dated as of July 20, 2012, by and among the Company and the Stockholders (as defined therein) (the "Stockholders' Agreement"), then such Participant shall be bound by the provisions of the Stockholders' Agreement governing the Series A Holders' right of first refusal in connection with any portion of Transfer Stock (as defined in the Stockholders' Agreement) that such Participant may propose to transfer; provided, however, that ...the other provisions of any this Award Agreement shall remain in full force and effect. If Participant is not otherwise bound by the Stockholders' Agreement, 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"). (a) a. Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the "Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). (b) b. Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. (c) c. Purchase Price. The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered 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) d. Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase purchase by an assignee, to the assignee), or by any combination thereof within thirty (30) 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. (e) e. Holder's Right to Transfer. If all of the 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 5, Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. 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. (f) f. Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant's lifetime or on the Participant's death by will or intestacy to the Participant's immediate family or a trust for the benefit of the Participant's immediate family shall be exempt from the provisions of this Section 5. Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5. (g) Section. g. Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) public pursuant to a Change in Control in which registration statement filed with and declared effective by the successor corporation has equity securities that are publicly traded. Securities and Exchange Commission under the Securities Act of 1933, as amended. View More
Found in HISTOGENICS CORP contract
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Company’s Right of First Refusal. Prior to the effective date of a registration statement under the Act, any shares of stock issued pursuant to exercise of this Option shall be subject to the Company's right of first refusal as set forth at Appendix A.
Found in Morphic Holding, Inc. contract
Company’s Right of First Refusal. Prior to the effective date of a registration statement under covering shares of the Act, Company's Common Stock, any shares of stock issued pursuant to exercise of this Option shall be subject to the Company's right of first refusal as set forth at Appendix A.
Found in SELECTA BIOSCIENCES INC contract
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Company’s Right of First Refusal. (a) Exercise of Right. If at a time other than within the period specified in Section 5(a) the Participant desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Participant shall: (i) obtain in writing an arms' length, bona fide offer, subject only to customary (if any) closing conditions (the "Offer"), for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Particip...ant's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 10 days after receipt of the Option Notice, a written counter notice to the Participant. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Participant shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter notice. (b) Sale of Option Shares to Offeror. The Participant may, for 60 days after the expiration of the 10-day option period as set forth in Section 6(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by the Company or its assignee. If any or all of such Company Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Shares shall remain subject to the terms of this Section 6. (c) Adjustments for Changes in Capital Structure. If there shall be any change in the Shares of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or the like, the restrictions contained in this Section 6 shall apply with equal force to additional and/or substitute securities, if any, received by the Participant in exchange for, or by virtue of his or her ownership of, Option Shares. 7 (d) Failure to Deliver Option Shares. If the Participant fails or refuses to deliver on a timely basis duly endorsed certificates representing Company Option Shares to be sold to the Company or its assignee pursuant to this Section 6, the Company shall have the right to deposit the purchase price for such Company Option Shares in a special account with any bank or trust company, giving notice of such deposit to the Participant, whereupon such Company Option Shares shall be deemed to have been purchased by the Company. All such monies shall be held by the bank or trust company for the benefit of the Participant. All monies deposited with the bank or trust company but remaining unclaimed for two years after the date of deposit shall be repaid by the bank or trust company to the Company on demand, and the Participant shall thereafter look only to the Company for payment. The Company may place a legend on any certificate for Option Shares delivered to the Participant reflecting the restrictions on transfer provided in this Section 6. (e) Expiration of Company's Right of First Refusal. The first refusal rights of the Company set forth above shall remain in effect until the closing of an Initial Public Offering. (f) Other Company Documents. Notwithstanding the provisions of this Section 6 or this Plan in general, the rights of first refusal set forth herein shall be superseded by any similar or comparable rights or provisions to which the Participant is subject or made subject under or by any other Company agreement, instrument or document. View More
Found in CinCor Pharma, Inc. contract
Company’s Right of First Refusal. (a) Exercise (a)Exercise of Right. If at a any time other than within the period specified in Section 5(a) the Participant desires to transfer all or any part of the Option Award Shares to any person Person other than the Company (an "Offeror"), the Participant shall: (i) obtain in writing an arms' length, bona fide offer, subject only to customary (if any) closing conditions (the "Offer"), for the purchase thereof from the Offeror; and (ii) give written notice (the "Option "Offer Notice") to th...e Company setting forth the Participant's desire to transfer such shares, Award Shares, which Option Offer Notice shall be accompanied by a photocopy of the Offer and shall set forth the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Offer Notice, the Company shall have an assignable option to purchase any or all of such Option Award Shares (the "Company Option "Offered Shares") specified in the Option Offer Notice, such option to be exercisable by giving, within 10 days after receipt of the Option Offer Notice, a written counter notice to the Participant. If the Company elects to purchase any or all of such Company Option Offered Shares, it shall be obligated to purchase, and the Participant shall be obligated to sell to the Company, such Company Option Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter notice. (b) Sale (b)Sale of Option Award Shares to Offeror. The Participant may, for 60 days after the expiration of the 10-day 10 day option period as set forth in Section 6(a), 8(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Offered Shares not purchased or agreed to be purchased by the Company or its assignee. If any or all of such Company Option Offered Shares are not sold pursuant to an Offer within the time permitted above, the unsold Company Option Offered Shares shall remain subject to the terms of this Section 6. (c) Adjustments 8. (c)Adjustments for Changes in Capital Structure. If there shall be any change in the Shares of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, Shares, or the like, the restrictions contained in this Section 6 8 shall apply with equal force to additional and/or or substitute securities, if any, received by the Participant in exchange for, or by virtue of his or her ownership of, Option Award Shares. 7 (d) Failure (d)Failure to Deliver Option Award Shares. If the Participant fails or refuses to deliver on a timely basis duly endorsed certificates representing Company Option Offered Shares to be sold to the Company or its assignee pursuant to this Section 6, 8, the Company shall have the right to deposit the purchase price for such Company Option Offered Shares in a special account with any bank or trust company, giving notice of such deposit to the Participant, whereupon such Company Option Offered Shares shall be deemed to have been purchased by the Company. All such monies shall be held by the bank or trust company for the benefit of the Participant. All monies deposited with the bank or trust company but remaining unclaimed for two years after the date of deposit shall be repaid by the bank or trust company to the Company on demand, and the Participant shall thereafter look only to the Company for payment. The Company may place a legend on any certificate for Option Award Shares delivered to the Participant reflecting the restrictions on transfer provided in this Section 6. (e) Expiration 8. (e)Expiration of Company's Right of First Refusal. The first refusal rights of the Company set forth above shall remain in effect until the closing of an Initial Public Offering. (f) Other Company Documents. Notwithstanding 12 9.Transferability. Except as the provisions Committee may determine or provide in an Award Agreement or otherwise, in accordance with applicable laws, Awards (a) may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of this Section 6 law, except (i) by will or this Plan in general, the rights laws of first refusal set forth herein descent and distribution, or (ii) subject to the Committee's consent, pursuant to a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, and (b) during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award hereunder shall be superseded without consideration, except as required by any similar or comparable rights or provisions applicable law. References to which a Participant, to the Participant is subject or made subject extent relevant in the context, will include references to a Participant's authorized transferee that the Committee specifically approves under or by any other Company agreement, instrument or document. applicable law. View More
Found in MAIA Biotechnology, Inc. contract
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