First Offer Price definition

First Offer Price has the meaning set forth in Section 7.3.

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First Offer Price has the meaning set forth in Section 4(b)(i).

First Offer Price shall have the meaning set forth in Section 2.5(a) hereof.

Examples of First Offer Price in a sentence

• At the First Offer Closing Date, the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Noticed Shares then to be purchased by the Company, and the Company shall deliver payment of the First Offer Price for the Noticed Shares by wire transfer of immediately available funds.

• For a period of 30 days after receipt of the First Offer Notice, the Company shall have the option, but not the obligation, to elect to purchase all, but not less than all, of the Noticed Shares at the First Offer Price.

• If the Best Third Party Offer is no less favorable to the Transferring Investor in terms of price per share or the other material terms and conditions than the First Offer Price or the other material terms and conditions set forth in the First Offer Notice, the Transferring Investor may accept the Best Third Party Offer and proceed with the sale to the third party, subject to the restrictions set forth in Sections 3.1 and 3.2 hereof (to the extent applicable).

• If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer.

• Upon receipt of the First Sale Notice, Fiat will have an irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice (the “Fiat First Option”).

More Definitions of First Offer Price

First Offer Price has the meaning assigned to such term in Section 3.3(a).

First Offer Price is defined in Section 2.1(a).

First Offer Price as defined in subsection 9.2.2.1.

First Offer Price shall have the meaning specified in Section 5.1 (a).

First Offer Price has the meaning set forth in Section 8.2. -----------------

First Offer Price shall have the meaning specified in Section 5.1(a). GAAP shall mean generally accepted accounting principles in the United States of America in effect from time to time, applied on a consistent basis both as to classification of items and amounts. Indebtedness shall have the meaning specified in the Credit Agreement. Initial Public Offering shall mean the public offer and sale of Common Stock of the Company, pursuant to the initial registration thereof under the Securities Act. Jordan Investors shall mean the Persons other than the Company who are signatories to the Jordan Investors Subscription Agreement and any Permitted Transferee of any such Person who becomes a Stockholder in accordance with the terms hereof. Jordan Investors Subscription Agreement shall mean the Jordan Investors Subscription Agreement between the Jordan Investors and the Company, substantially in the form attached hereto as Exhibit C. Management Investors shall mean any officer or managerial employee of the Company or any of its Subsidiaries who hereafter acquires any shares of Common Stock from the Company pursuant to a Management Subscription Agreement and this Agreement, and any Permitted Transferee of any of such Person who becomes a Stockholder in accordance with the terms hereof. Management Subscription Agreement shall mean the Management Subscription Agreement entered into between the Company and each Management Investor, substantially in the form attached hereto as Exhibit D, as such agreement may from time to time hereafter be amended, modified or supplemented in accordance with the terms hereof and thereof.

First Offer Price means the form and amount of the per Share and aggregate consideration (including, without limitation, the material terms and method of, and any condition or other provision material to, payment and delivery of such consideration) offered by such First Offer Shareholder to the Transferring Shareholder.