Right of First Refusal Contract Clauses (659)

Right of First Refusal. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company's bylaws in effect at such time the Company elects to exercise its right; provided, however, that if your option is an Incentive Stock Option and the right of first refusal described in the Company's bylaws in effect at the time the Company elects to exercise its right is more beneficial to you than the right of first refusal described in the Company...'s bylaws on the Date of Grant, then the right of first refusal described in the Company's bylaws on the Date of Grant shall apply. The Company's right of first refusal shall expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system. View More

Right of First Refusal. Tenant shall have a one-time right of first refusal ("ROFR") as to each rentable premises in the Building for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. To the extent that Landlord renews... or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends to lease Available ROFR Premises, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 43.1. Within ten (10) days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. View More

Right of First Refusal. (a) If, at any time prior to the date of consummation of a Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his/her Stock (the "Third Party Offer") from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a) or pursuant to the Sale Participation Agreement) (the "Offeror"), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the... Third Party Offer to be reduced to writing and shall notify the Company in writing of his/her wish to accept the Third Party Offer. The Management Stockholder's notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Management Stockholder's notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all (but not less than all) of the shares of Stock covered by the Third Party Offer, pursuant to Section 3(b). (b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good -4- faith by the Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days following the expiration of the 15-day period during which the Company is entitled hereunder to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the Stock. View More

Right of First Refusal. Following the Closing of the Offering, for a period of six (6) months after such Closing, the Company grants the Representative the right of first refusal to act as sole book-running manager for each and every future public equity offering of the Company during such six (6) month period. The Company shall notify the Representative of its intention to pursue any such offering, including the material terms thereof, by providing written notice thereof to the Representative. If the Representative fa...ils to accept in writing any such proposal for such public offering within ten (10) business days after receipt of a written notice in accordance with this Section 7 from the Company, then the Representative will have no claim or right with respect to any such offering contained in any such notice. If, thereafter, such proposal is modified in any material respect, the Company will adopt the same procedure as with respect to the original proposed public offering and the Representative shall have the right of first refusal with respect to such revised proposal. The Representative shall not have more than one opportunity to waive or terminate the right of first refusal in consideration of any payment or fee. View More

Right of First Refusal. If, for the period beginning on the Closing Date of the Offering and ending twelve (12) months after the Closing Date of the Offering, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the Underwritier (or any affiliate designated by the Underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (...excluding an at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of its affiliates decides to accept any such engagement, the agreement governing such engagement (each, a "Subsequent Transaction Agreement") will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company's engagement under this Section 7 shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company's notification of its financing needs. View More

Right of First Refusal. If at any time while this Note is outstanding, the Company has a bona fide offer of capital or financing from any 3rd party, that the Company intends to act upon, then the Company must first offer such opportunity to the Holder to provide such capital or financing to the Company on the same terms as each respective 3rd party's terms. Should the Holder be unwilling or unable to provide such capital or financing to the Company within 10 trading days from Holder's receipt of written notice of the o...ffer (the "Offer Notice") from the Company, then the Company may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions offered by the Company to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Company does not receive the capital or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Company must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via electronic mail to matthewhirji@jsjinvestments.com. View More

Right of First Refusal. Provided no uncured Event of Default by Tenant has occurred, Tenant shall have the ongoing right of first refusal to lease Suite 700. Landlord shall provide Tenant the opportunity to lease the Fourth Expansion Space prior to any other prospective tenants, excluding the current tenant of the Fourth Expansion Space, by providing Tenant with a copy of the first written proposal to lease the Fourth Expansion Space that is given to a bonafide, prospective tenant (the "Bonafide Proposal"). If Tenant d...esires to lease the Fourth Expansion Space under the terms of the Bonafide Proposal, Tenant must (1) notify Landlord in writing of its acceptance of the terms of the Bonafide Proposal within ten (10) business days of receipt of the Bonafide Proposal, and (2) execute a lease amendment incorporating the Fourth Expansion Space into the Demised Premises on the terms and conditions contained in the Bonafide Proposal within fifteen (15) business days of Landlord's receipt of Tenant's notice. If Tenant fails to give Landlord notice of its acceptance of the terms of the Bonafide Proposal or enter into a lease amendment within the prescribed time, Tenant's right to lease the Fourth Expansion Space granted in this paragraph shall be suspended for Six (6) months from the time Landlord provided the copy of the Bonafide Proposal to Tenant and Tenant shall have no further rights with regard to the Fourth Expansion Space during that period (the "Suspension Period"). If the suspension period expires and Landlord has not yet leased the Fourth Expansion Space to a third party, Landlord will once again give Tenant the next Bonafide Proposal that it offers to a prospective tenant and the same cycle will repeat until the Fourth Expansion Space is leased to a third party, after which Tenant shall have no further rights to the Fourth Expansion Space. View More

Right of First Refusal. Unless otherwise stated in the Award Agreement or the Exercise Agreement, the Company reserves to itself and/or its assignee(s) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee or assignee) may propose to transfer to a third party (the "Right of First Refusal"), provided that such Right of First Refusal terminates upon the Company's initial public offering of the Company's Common Stock pursuant to an effective registration statement filed under the S...ecurities Act. The procedures for the exercise of the Right of First Refusal shall be set forth in the Exercise Agreement. In addition, the Company reserves the right to condition the issuance of any Shares issuable pursuant to any Award on the execution and delivery by the Participant of the Company's then applicable Right of First Refusal and Co-Sale Agreement (or similar agreement). 8 12. REPURCHASE RIGHT. Unless otherwise stated in an Award Agreement, the Company reserves to itself and/or its assignee(s) a right, but not the obligation, to repurchase any and all Shares acquired by a Participant (or his or her transferee or assignee) under this Plan for a period of ninety (90) days following Termination of the Participant (the "Repurchase Right"). Except in the event the Participant is Terminated for Cause or the Shares would otherwise be forfeited or forfeitable under the Plan or the terms and conditions of any Award Agreement, the repurchase price of the Shares shall be the Fair Market Value of the Shares on the Date the Company exercises its Right of Repurchase. If the Participant is Terminated for Cause, the repurchase price of the Shares shall be the Exercise Price per Share paid by the Participant for such Shares. Closing on the sale of any Share repurchased under this Section shall, unless otherwise agreed to in writing by the parties, be held at the principal place of business of the Company thirty (30) days from the date of the last to occur of (i) the date of notice to by the Company that the Repurchase Right is being exercised or (ii) if applicable, the receipt by Company, as applicable, of the determination of the Fair Market Value of the Shares (the "Closing Date"). The Company may, in its sole discretion, pay the repurchase price, if any, required hereunder to a Terminated Participant at the end of a period of not more than twelve (12) months after the Closing Date. In any event, the Company shall have the right to apply any portion of the repurchase price payable under this Section to fully discharge any indebtedness of the Participant owed to the Company. The provisions of this Section 12 shall automatically terminate upon the Company's initial public offering of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act. View More

Right of First Refusal. (a) Right of First Refusal. Subject to the terms and conditions contained in this Section 2.1, the Company hereby grants to each Investor who owns shares of Registrable Securities the right of first refusal to purchase such Investor's Pro Rata Portion of any New Securities which the Company may, from time to time, propose to issue and sell. (b) Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intentio...n, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have 20 days from the date of delivery of any such notice to agree to purchase up to such Investor's Pro Rata Portion of such New Securities, for the price and upon the terms specified in the notice, by delivering written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) Lapse and Reinstatement of Right. The Company shall have 90 days following the 20 day period described in Section 2.1(b) to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 30 days from the date of said agreement) to sell the New Securities with respect to which the Investors' right of first refusal was not exercised, at a price and upon terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the 17 Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 90 day period (or sold and issued New Securities in accordance with the foregoing within 30 days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Investors in the manner provided above. 2.2 Assignment of Right of First Refusal. The right of first refusal granted hereunder may not be assigned or transferred, except that such right is assignable (i) by each Investor to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Securities Act, controlling, controlled by, or under common control with, any such Investor; or (ii) between and among any Investors. 2.3 Termination of Right of First Refusal. The right of first refusal granted under Section 2.1 of this Agreement shall expire immediately prior to the earlier of: (a) the consummation of the IPO; or (b) the consummation of a Liquidation as defined in the Company's Restated Certificate of Incorporation. View More

Right of First Refusal. Participant acknowledges the vested Restricted Shares are subject to, among other things, the restrictions on transfer, rights of first refusal and co-sale rights set forth in that certain Seventh Amended and Restated Stockholders' Agreement dated as of March 6, 2015, as may be amended and/or restated from time to time (the "Stockholders Agreement") by and among the Company, Participant and the other stockholders of the Company party thereto.