First Offer Shares definition

First Offer Shares has the meaning assigned to it in Section 5(b).
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First Offer Shares has the meaning set forth in Section 3(a) hereof.
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First Offer Shares shall have the meaning specified in Section 7.8 of the Agreement.
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Examples of First Offer Shares in a sentence

  • After the Lockout Period, in case any Original Shareholder wishes to Transfer to a third party part or all of his shares, such Original Shareholder must offer them to Xxxxxx, by sending a notice to Xxxxxx (“Notice of Transfer”), specifying the (i) total amount of Shares of its ownership it intends to Transfer (“First Offering Shares”), as well as (ii) the unit and total price of the First Offer Shares, as well as all other additional terms and/or conditions of the Transfer (“Right of first offering”).

  • The closing of any purchase by and sale to TriZetto of the First Offer Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the IMS Acceptance Notice, as TriZetto and IMS or such Affiliate shall mutually agree.

  • In the event that IMS or such Affiliate elects not to sell the First Offer Shares to TriZetto pursuant to the TriZetto Offer Notice, it shall provide written notice to such effect (an "IMS REJECTION NOTICE") within 2 days of receipt of the TriZetto Offer Notice.

  • If IMS or such Affiliate shall not have consummated the Transfer of all of the First Offer Shares prior to the expiration of the period specified in the foregoing paragraph (c), then the provisions of this Section 7 shall again apply, and IMS or such Affiliate shall not Transfer any of such Shares without again complying with this Section.

  • In the event that IMS or such Affiliate elects to sell the First Offer Shares to TriZetto pursuant to the TriZetto Offer Notice, it shall provide written notice to such effect (an "IMS ACCEPTANCE NOTICE") to TriZetto within 2 days of receipt of the TriZetto Offer Notice.

  • The Right of First Offer Notice shall constitute, for a period of thirty (30) days (the “Right of First Offer Exercise Period”) from the date on which it shall have been deemed given, an irrevocable and exclusive offer to sell to the Non-Selling Parties the Right of First Offer Shares.

  • Its plywood floor is covered with 68 black and 32 white square tiles; therefore, the fraction of white tiles is×0.32.

  • Most narcotics are reportedly bound for South Africa and other countries in the region, but some transit onward to Europe and North America.The heroin trade is especially well developed.

  • The purchase of any shares pursuant to the exercise of the First Offer Option shall be completed not later than 8 business days following delivery of the Transfer Notice with respect to the First Offer Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction.

  • The Non-Selling Parties shall have the right (the “Tag-Along Right”), exercisable upon written notice to the Selling Party within fifteen (15) days after the Non-Selling Parties shall have received such summary to participate in a sale of Right of First Offer Shares by the Selling Party.


More Definitions of First Offer Shares

First Offer Shares has the meaning set forth in Section 7.04(a).
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First Offer Shares means the Shares subject to the Transferring Shareholder’s proposed First Offer Disposition.
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First Offer Shares mean (i) all of the shares of Common Stock owned by any of the Stockholders on the date hereof, together with any shares of Common Stock hereafter acquired by any of the Stockholders, (ii) any shares of Common Stock issued in respect of any subdivision, split or dividend on the shares of Common Stock described in subparagraph (i), and (iii) in the event the Company at any time shall be a party to a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity (collectively, "Other Securities"), any such Other Securities received in respect of such shares of Common Stock.
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First Offer Shares has the meaning set forth in Section 7.04(a). “GAAP” has the meaning set forth in Section 5.03(a). “IB Firm” has the meaning set forth in Section 7.06(c). “IHI” has the meaning set forth in the recitals. “Insolvency Event” has the meaning set forth in Section 7.06(a). “Insolvent Shareholder” has the meaning set forth in Section 7.06(a). “Investment Agreement” has the meaning set forth in the recitals. “Liquidation Event” has the meaning set forth in Section 9.01. “Material Adverse Effect” means, with respect to a Party, a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects (considered on a consolidated basis) of such Party. “Organizational Documents” means, collectively, the Certificate of Incorporation and By-laws of the Company in effect on the Closing Date, as each may be amended, modified or supplemented from time to time in accordance with the terms thereof. “Owner Board” has the meaning set forth in Section 3.02(a). 4
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Related to First Offer Shares

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

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

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

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

  • Offer Notice shall have the meaning set forth in Section 4.1.

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

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

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

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

  • 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.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • 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.

  • 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.

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

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

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

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Offering Notice has the meaning set forth in Section 4.3(b).

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

  • ROFO Notice is defined in Section 6.2(a).

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • 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.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • notice shares means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;