First Refusal Units definition

First Refusal Units has the meaning given such term in Section 5.01(a).
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Examples of First Refusal Units in a sentence

  • Such sales shall be effected by the Proposed Seller’s delivery of the First Refusal Units, free and clear of all Encumbrances (other than restrictions imposed by the governing documents of the Company and securities laws), to the participating Non-Transferring Significant Members, against payment to the Proposed Seller of the purchase consideration therefor by the participating Non-Transferring Significant Members.

  • A failure by any Non-Transferring Significant Member to validly deliver an Acceptance Notice during the Refusal Period shall be deemed a rejection of the First Refusal Offer and a waiver of such Non-Transferring Significant Member’s right to purchase any portion of the First Refusal Units.

  • Delivery of the Seller’s Notice to the Significant Members shall constitute an offer (a “First Refusal Offer”) by the Proposed Seller to sell the First Refusal Units at the Sale Price to the Significant Members entitled to receive such notice (the “Non-Transferring Significant Members”), which shall remain outstanding for a period of thirty (30) days after the delivery of the Seller’s Notice as provided above in this paragraph (subject to extension as provided below, the “Refusal Period”).

  • Those Eligible Investors who have elected to purchase their full pro rata share and who have notified such selling Member within the Right of First Refusal Notice Period that they desire to purchase more than their full pro rata share of the Right of First Refusal Units may purchase their respective pro rata share of any remaining balance of the Right of First Refusal Units.

  • After the expiration of the Right of First Refusal Notice Period, the selling Member shall have the power to sell all of the Right of First Refusal Units that have not been purchased to one or more third parties, but only upon the terms and conditions and for the purchase price in each case no less favorable to the selling Member than those set forth in the Right of First Refusal Notice and subject to further compliance with Section 9.6(b) regarding tag-along rights.

  • Thereafter, each Eligible Investor shall have the right but not the obligation to purchase or otherwise acquire up to its pro rata share of such Right of First Refusal Units (the “Right of First Refusal Option”).

  • Any Transfer of such First Refusal Units by the Proposed Seller after the end of such 30 day period or any change in the terms of the sale as set forth in the Seller’s Notice that are more favorable to the Proposed Transferee shall require a new notice of intent to Transfer to be delivered to the Company and QRC and shall give rise anew to the rights provided in the preceding paragraphs.

  • If part or all of the consideration to be paid for the First Refusal Units 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.

  • The Eligible Investors may exercise such Right of First Refusal Option within 20 Business Days of receiving the Right of First Refusal Notice (the “Right of First Refusal Notice Period”), up to their respective pro rata share of the Right of First Refusal Units, upon the terms and conditions and for the purchase price set forth in the Right of First Refusal Notice.

  • Section 5.01 then the Proposed Seller shall be free, for a period of sixty (60) days from the date of the expiration of the Refusal Period, to sell such First Refusal Units to a third party (the “Proposed Transferee”) (x) at a price per Unit equal to or greater than the Sale Price and upon terms no more favorable to the Proposed Transferee than those specified in the Seller’s Notice and (y) subject to the applicable terms and restrictions of this Agreement, including Article IV and Section 5.03.

Related to First Refusal Units

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

  • 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.

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

  • 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.

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

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

  • 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.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • 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;

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

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

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

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

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

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

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

  • Put Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and tender of the specified underlying Securities, to sell such Securities to the writer thereof for the exercise price.

  • Tag-Along Right shall have the meaning set forth in Section 4.2.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Private Units means (x) the Units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.

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

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Purchase Option Period As defined in Section 9.03(a) hereof.