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 all Members other than the Offering Member holding Class A Preferred Units or Class A Common Units (as applicable).
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Examples of Applicable ROFR Rightholders in a sentence

  • 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 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 indicated above, JSI, along with other partners is implementing the Integrated Family Health Program (IFHP+/E2A+) and it is a US Government funded health program through Evidence to Acton (E2A), bridging fund support under the cooperative agreement number of AID-OAA-A-11-00024.

  • 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.

  • 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).

  • 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.

  • Notwithstanding the foregoing, the Company and 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 3.03(d), no less than all of each class or series of Offered Stock will be purchased by the Company and/or the Applicable ROFR Rightholders.

  • 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.


More Definitions of Applicable ROFR Rightholders

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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Applicable ROFR Rightholders means, 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); provided, that in the case of the Sponsor, in each case, Applicable ROFR Rightholder shall include the Sponsor and each of its Affiliates (including funds and other investment vehicles that have affiliated but not identical managing members or general partners).
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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 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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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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Related to Applicable ROFR Rightholders

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

  • 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.

  • 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.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.