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 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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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 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.

  • Within thirty (30) days of receipt of the Stockholder’s Notice, the First Refusal Participants shall deliver to the Selling Stockholder a written notice of their election to purchase any remaining 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.

  • 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.

  • If part or all of the consideration to be paid for the First Refusal Shares as stated in the Stockholder’s Notice is other than cash, the price stated in such Stockholder’s Notice shall be deemed to be the sum of the cash consideration, if any, specified in such Stockholder’s Notice, plus the fair market value of the non-cash consideration.

  • 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.

  • Any transfer of the First Refusal Shares by the Selling Stockholder after the end of such 120-day period or at a price lower than the Sale Price or on more favorable terms of the sale than set forth in the Stockholder’s Notice shall require a new notice of intent to transfer to be delivered to the Company and the Preferred Stockholders and shall give rise anew to the rights provided in the preceding paragraphs.

  • Otherwise, upon receipt of the Stockholder’s Notice, the Company shall, subject to Section 3(c)(iii) below, have the irrevocable and exclusive option to purchase all or any portion of the First Refusal Shares by delivery of a written notice to the Selling Stockholder, within ten (10) business days of its receipt of the Stockholder’s Notice, of its election to exercise its option under this Section 3(c)(ii) and the number of shares it is willing to purchase.

  • 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.


More Definitions of First Refusal Shares

First Refusal Shares has the meaning attributed to it in Section 4.3(a).
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First Refusal Shares means all Shares issued pursuant to the Merger Agreement.
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First Refusal Shares means the Investor Shares and the Seller Shares.
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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 together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • 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 included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • 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 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.

  • 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 at any time those shares of Common Stock which do not constitute Primary Shares or Registrable Shares.

  • 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 all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

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

  • 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;

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