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”).

  • Each ROFO Holder shall have the irrevocable right and option to purchase all but not less than all of the First Offer Shares on terms no less favorable to the Transferring Partner than those set forth in the Seller’s Notice within 20 Business Days following delivery of the Seller’s Notice (the “First Offer Notice Deadline”).

  • Notwithstanding anything contained in this Paragraph 5 to the contrary, there shall be no liability on the part of the Transferring Partner to the ROFO Holder if the Transfer of First Offer Shares pursuant to this Paragraph 5 is not consummated for any reason, it being understood and agreed that whether to effect a Transfer of First Offer Shares by the Transferring Partner to a Proposed Transferee is in the sole and absolute discretion of such Transferring Partner.

  • Prior to this task, however, a preliminary list of sources to be examined was drawn up using the archive’s online directory.

  • Prior to the First Offer Notice Deadline, the ROFO Holder shall have the right to deliver a written notice (“First Offer Notice”) to the Transferring Partner stating whether it elects to exercise its option under this Paragraph 5, and such notice shall constitute an irrevocable commitment to purchase the First Offer Shares on the terms set forth in the Seller’s Notice.

  • If part or all of the consideration to be paid for the First Offer Shares as stated in the Seller’s Notice is other than cash, the price stated in such Seller’s Notice shall be deemed to be the sum of the cash consideration, if any, specified in such Seller’s Notice, plus the Fair Market Value of the non-cash consideration.

  • Proposer shall describe the overall proposed Project Vision, including a summary of its approach to this opportunity, how it anticipates that the proposed Development Plan will achieve the goals/objectives of its proposed Project, and highlight the strengths the Proposer, its Development Team and approach will bring to the Project.

  • The closing of the Transfer of the First Offer Shares under this Paragraph 5 will be held at any location agreed to by the Transferring Partner and the ROFO Holder purchasing the First Offer Shares and on a mutually acceptable date not more than 120 days after the ROFO Holder delivers a First Offer Notice.

  • The determination of Fair Market Value by such Valuation Firm (or, if such Valuation Firm determines a range of Fair Market Values, the mid-point of such range) shall be final and binding on the Transferring Partner and the ROFO Holder; provided, that, in the event of a disagreement with the determination of Fair Market Value, the Transferring Partner may elect to withdraw the Transfer of the First Offer Shares.


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 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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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 means the Shares subject to the Transferring Shareholder’s proposed First Offer Disposition.
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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 Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

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

  • Sale Shares has the meaning ascribed to it at Recital (A).

  • Proposed Sale shall have the meaning set forth in Section 4.2(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 Common Stock issued or issuable upon conversion of Preferred Stock.

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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 9.18(b).

  • Co-Sale Notice has the meaning set forth in Section 2.4(b).

  • 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;