Applicable ROFR Rightholders definition

Applicable ROFR Rightholders has the meaning set forth in Section 4.03(a).
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Applicable ROFR Rightholders has the meaning set forth in Section 9.03(a)(ii).
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of the Offered Units, all Members other than Calavo and the Offering Member holding Units, and the term “Offering Member” shall exclude Calavo. In the event that Impermanence receives a bona fide offer that Impermanence desires to accept to Transfer a majority of the ownership interests of Impermanence (“Impermanence Interests”), so long as Impermanence owns Units, the term (as used in this Section 11.2) (i) “Offered Units” shall be deemed to refer to Impermanence Interests, and (ii) “Units” shall refer to Impermanence Interests when the context requires; provided, however, that notwithstanding anything to the contrary contained herein, the right of first refusal provided under this Section 11.2 as to Impermanence Units shall extend solely to the Applicable ROFR Rightholders (and not to the Company) and the following provisions of this Section 11.2 shall be interpreted accordingly.
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Examples of Applicable ROFR Rightholders in a sentence

  • Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 11.2(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightholders.

  • In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights to purchase their entire Percentage Interest of the remaining Offered Units.

  • As promptly as practicable following the Applicable ROFR Rightholder Exercise Period, the Offering Stockholder shall deliver a written notice to each Exercising Applicable ROFR Rightholders (an “Exercising Applicable ROFR Rightholder Notice”) stating the number(s) and type(s) of remaining Offered Stock available for purchase following the Applicable ROFR Rightholder Exercise Period.

  • In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Applicable Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights to purchase their entire Applicable Pro Rata Portions of the remaining Applicable Offered Units.

  • Each time the Offering Member receives an offer for a Transfer of any of its Class A Preferred Units or Class A Common Units (as applicable) (other than Transfers that are permitted by Section 9.02, the Offering Member shall make an offering of the Offered Units to the Applicable ROFR Rightholders in accordance with the following provisions of this Section 9.03 prior to Transferring such Offered Units to the proposed purchaser.

  • Notwithstanding the foregoing, the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 9.03(d), no less than all of the Offered Units will be purchased by the Applicable ROFR Rightholders.

  • Notwithstanding the foregoing, the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Stock if, after giving effect to all elections made under this Section 4.03(d), no less than all of each class or series of Offered Stock will be purchased by the Applicable ROFR Rightholders.

  • The Applicable ROFR Rightholders shall have the right to purchase all (but not less than all) of their respective ROFR Pro Rata Portions of each class or series of the remaining Offered Stock, in accordance with the procedures set forth in Section 4.03(d)(ii).

  • The provisions of this 8.4 shall only apply to Transfers in which the Partnership and Applicable ROFR Rightholders have not exercised their rights in full under Section 8.2 to purchase all of the Offered Interests.

  • Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightholders.


More Definitions of Applicable ROFR Rightholders

Applicable ROFR Rightholders means all Members other than the Offering Member holding Class A Preferred Units or Class A Common Units (as applicable).
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of Preferred Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Preferred Units (or applicable Unit Equivalents), and in the case of a proposed Transfer of Common Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Common Units (or applicable Unit Equivalents).
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Applicable ROFR Rightholders has the meaning set forth in Section 11.2(a). “Approved Sale” has the meaning set forth in Section 11.3(a).
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of Units, all Members other than the Offering Member holding Units, and the term “Offering Member” shall exclude Calavo.
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Applicable ROFR Rightholders has the meaning set forth in Section 3.03(a). "Bankrupt Stockholder" means (except to the extent the Stockholders holding a majority of the issued and outstanding Shares held by all the Stockholders at such time consent otherwise) any Stockholder (a) that (i) makes an assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Stockholder a reorganization, arrangement, composition, readjustment, liquidation, dissolution, termination, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Stockholder in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Stockholder's or of all or any substantial part of the Stockholder's properties; or (b) against which a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without the Stockholder's consent or acquiescence, a trustee, receiver, or liquidator of the Stockholder or of all or any substantial part of the Stockholder's properties has been appointed and ninety (90) days have expired without the appointment's having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
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Applicable ROFR Rightholders means the Member(s) other than the Offering Member.
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Related to Applicable ROFR Rightholders

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering;

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Anchor Investor Portion means up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the Managers, to the Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations;

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • ROFO Notice has the meaning given to it in Section 7.07(1).

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • First Offer Period has the meaning set forth in Section 13.5.

  • Offering Shares means the shares of Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 172,500 shares of Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 690,000 Units of the Company (each Placement Unit consists of one-fourth of one Placement Warrant and one Placement Share) sold in the Private Placement for a purchase price of $6,900,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 690,000 Placement Units to FinTech Investor Holdings VI, LLC (580,000 Placement Units) and Cantor (110,000 Placement Units); (x) “Sponsor” shall mean, collectively, FinTech Investor Holdings VI, LLC, a Delaware limited liability company, and FinTech Masala Advisors VI, LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (xii) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Anchor Investor means a Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Xxxxxxx Prospectus and who has Bid for an amount of at least ₹100 million;

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Proposed Transferee has the meaning set forth in Section 2.4(a).