Offeree Shareholder definition

Offeree Shareholder has the meaning given in Section 6(d)(ii).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Offeree Shareholder shall have the meaning set forth in Section 4(a).

Offeree Shareholder has the meaning ascribed to it in CLAUSE 8A.1;

Examples of Offeree Shareholder in a sentence

• Each Offeree Shareholder who shall exercise this option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder's Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all Offeree Shareholders (or in such other proportions as the Offeree Shareholders may agree among themselves).

• The ROFO Notice shall constitute an irrevocable offer by the Offeror to sell to each Offeree Shareholder or such other Permitted Purchaser as an Offeree Shareholder may designate under Section 8.08 (a “Designee”) the Pro Rata Proportion of the Shares specified in the ROFO Notice (the “Offered Shares”) at the Stipulated Price and on the Stipulated Terms.

• On receipt of the Notice with respect to such offer, the Offeree Shareholder shall have the exclusive right and option, but not the obligation (the "ROFR Option"), exercisable at any time during a period of fifteen (15) days from its receipt of the Notice to purchase all, but not less than all, of the Offered Shares at the same price and on the same terms and conditions of the offer as set out in the Notice.

• At such closing, the Offeree Shareholder shall sell and transfer its entire interest in the Company, and shall cause its Affiliates to sell and transfer their entitle interest in the Company, to the Selling Shareholder free and clear of pledges, liens, security interests and other encumbrances other than pledges arising out of Company financing.

• If on such Sale Closing Date the Offeree Shareholder is not permitted by Applicable Law to take delivery of the Offered Shares and no Suitable Designee has been procured, the Offeree Shareholder shall nevertheless pay the Stipulated Price to the Offeror.

• If the Offeree Shareholder elects to exercise its ROFR Option, it shall so notify the Offering Shareholder in writing prior to the expiration of the fifteen (15)-day period stated above, and the sale and purchase of the Offered Shares shall be closed within fifteen (15) days thereafter.

• At such closing, the Selling Shareholder shall sell and transfer its entire interest in the Company to the Offeree Shareholder free and clear of pledges, liens, security interests and other encumbrances other than pledges arising out of Company financing.

• Upon the giving of the Notice, the Offeree Shareholder shall have the rights with respect to the Offered Shares set forth below.

• If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, such failure shall be deemed an election not to purchase any Offered Securities subject to the Shareholders' Right of First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Offered Securities only.

• Each Notice of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Offeree Shareholder or the Company, as the case may be, submitting same to purchase, upon the same terms and subject to the same conditions as the Third-Party Offer, up to the number of shares set forth in the Notice of Election or the Company Notice, as the case may be.

More Definitions of Offeree Shareholder

Offeree Shareholder has the meaning given in Section 10.1; “Ordinary Shares” means ordinary shares in the capital of the Company; “Outstanding Shares” means, as of the date of determination, the Shares that are then issued and paid up; “Participating Offeree Shareholders” has the meaning given in Section 10.2; “Participating Shareholders” has the meaning given in Section 8.3; “Party” means a party to this Agreement (including any Person that becomes a Party by way of execution of a Deed of Accession); “Payment-Related Agreement” has the meaning given in Section 7.9. “Permitted Transfer” means: (a) a Transfer of Shares to a Permitted Transferee; (b) the Transfer by the Founder of such aggregate number of Shares constituting not more than fifteen percent (15%) of the number of Outstanding Shares held by the Founder as of immediately after the consummation of the Transaction (as appropriately adjusted for share-splits, share dividends, reverse share-splits and other recapitalizations or reorganizations); provided, however, that no more than two percent (2%) of the Outstanding Shares held by the Founder as of immediately after the consummation of the Transaction (as appropriately adjusted for share-splits, share dividends, reverse share-splits and other recapitalizations or reorganizations) may be so Transferred under this clause “(b)” in any twelve (12) month period; and (c) any Transfer by the Founder to Wal-Mart in accordance with the terms of the Put Right Agreement entered into between the Founder and Wal-Mart in connection with the Transaction; “Permitted Transferee” means: (a) with respect to a Shareholder that is an Entity, any Entity that is an Affiliate of such Shareholder, provided that such transferee is not a Special Purpose Entity; and (b) with respect to the Founder, his spouse or children (all of the foregoing collectively referred to as “family members”), or any trustee of any family trust created for estate planning purposes and solely for the benefit of the Founder or any of his family members; “Person” means any natural person, firm, Entity, unincorporated organization, Governmental Authority, works council or employee representative body or other entity or organization of any nature whatsoever; “PFIC” has the meaning given in Section 7.2(b); “PFIC Investors” has the meaning given in Section 7.2(b); “Prohibited Transferee” means any: (a) Competitor; (b) Affiliate of a Competitor; and (c) Entity in which any Competitor or any Affiliate of a Competitor: (i) hold...

Offeree Shareholder means a Shareholder which exercises the option granted by a Notice of Sale;

Offeree Shareholder shall have the meaning ascribed to it in Section 2.4.1.

Offeree Shareholder means a Shareholder entitled to receive an Offer.