First Refusal Shares definition

First Refusal Shares shall have the meaning specified in Section 7.10 of the Agreement.
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First Refusal Shares means all Shares issued pursuant to the Merger Agreement.
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First Refusal Shares has the meaning attributed to it in Section 4.3(a).
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Examples of First Refusal Shares in a sentence

  • As used herein, “Bona Fide Third Party Offer” shall mean an arms-length offer in writing by a third party to Optionee which shall include at least the following: (i) the third party’s expressed offer to purchase the Right of First Refusal Shares; (ii) the price per share to purchase the Right of First Refusal Shares; and (iii) the method of payment and other terms and conditions for the purchase of the Right of First Refusal Shares.

  • The Company may, in exercising the First Refusal Option, designate one or more assignees to purchase the First Refusal Shares.

  • The parties acknowledge that all consents and/or waivers to the transaction contemplated herein as required by the ITG Shareholder's Agreement dated September 1, 1994, as amended, have been obtained except for Incom's waiver of its rights of first refusal for which the Right of First Refusal Shares have been reserved in the event that Incom elects to purchase its proportionate share of the Shares.

  • The Stockholder’s Notice shall certify that the Selling Stockholder has received a firm offer from the Proposed Transferee and in good faith believes a binding agreement for the transfer of the First Refusal Shares is obtainable on the terms set forth therein.

  • Given this (erroneous) belief, she prefers to do nothing in order to delay completing task x.

  • In the event the Company elects to purchase any of the Right of First Refusal Shares, the Company shall give written notice to Optionee of the Company’s election within thirty (30) days of receipt of the Right of First Refusal Notice indicating the number of Right of First Refusal Shares the Company is electing to purchase, and shall consummate the purchase of such Right of First Refusal Shares within thirty (30) days of such notice of election upon the terms set forth in the Right of First Refusal Notice.

  • Notwithstanding the generality of the foregoing, however, with the consent of the Optionee, the purchase price for the First Refusal Shares may, at the option of the Company, be paid in cash in an amount equal to the present value of any payments to be made over a period of time according to the terms of the First Refusal Offer, or, if the terms specified in such offer state that payment is to be made in property, in an amount equal to the present value of the fair market value of such property.

  • For a period of 30 days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.

  • In the event the Company elects to purchase any of the Right of First Refusal Shares, the Company shall give written notice to Optionee of the Company’s election within 30 days of receipt of the Right of First Refusal Notice indicating the number of Right of First Refusal Shares the Company is electing to purchase, and shall consummate the purchase of such Right of First Refusal Shares within 30 days of such notice of election upon the terms set forth in the Right of First Refusal Notice.

  • For a period of thirty (30) days following receipt of the Right of First Refusal Notice, the Company shall have the right and option, but not the obligation, to purchase any or all of the Right of First Refusal Shares in the same manner and on the same terms and conditions as set forth in the Bona Fide Third Party Offer.


More Definitions of First Refusal Shares

First Refusal Shares means the Investor Shares and the Seller Shares.
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First Refusal Shares has the meaning set forth in Section 2.4(a).
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First Refusal Shares shall have the meaning set forth in Section 8.2(c).
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Related to First Refusal Shares

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

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

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

  • 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.

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

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

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

  • 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.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Repurchase Option has the meaning set forth in Section 1.3(a) hereto.

  • 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.

  • Repurchase Right means the right granted to the Corporation in accordance with Article D.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • 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.

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

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

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

  • Put Right has the meaning set forth in Section 8.05(a).

  • Other Shares means shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

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

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Company Shares means the common shares in the capital of the Company;

  • Sale Shares shall have the meaning set forth in Recital B above; and

  • Drag-Along Right has the meaning set forth in Section 8.6(a).