Offering Stockholder Notice definition

Offering Stockholder Notice has the meaning set forth in Section 3.02(b).
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Offering Stockholder Notice means written notice sent by the Offering Stockholder to the Other Stockholders (as defined hereinafter) stating that it has received a Bona Fide offer, containing a true and complete copy of the Bona Fide Offer and specifying (i) the number of Offered Shares to be sold by the Offering Stockholder; (ii) the per share purchase price and all terms and conditions of the Bona Fide Offer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; (iii) the name(s), address(es) of the offeror or offerors; and (iv) the proposed date, time and location of the closing of the transfer of the Offered Shares (as defined herein), which shall be not less than sixty (60) calendar days from the date of the Offering Stockholder Notice. Any notice that does not contain all such requisite information shall not be considered an "Offering Stockholder Notice" for the purposes of Section 3.02 hereof.
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Offering Stockholder Notice has the meaning set forth in Section 6.04(b)(ii).
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Examples of Offering Stockholder Notice in a sentence

  • The Offering Stockholder Notice shall constitute the Offering Stockholder’s offer to Transfer the Offered Shares to the Company, which offer shall be irrevocable until the end of the ROFR Notice Period.

  • Upon receipt of the Offering Stockholder Notice, each Initial Stockholder shall have ten (10) Business Days (the “Secondary ROFR Notice Period”) to elect to purchase all (but not less than all) of the Offered Shares by delivering a ROFR Notice to the Offering Stockholder and the Company stating that it offers to purchase such Offered Shares on the terms specified in the Offering Stockholder Notice.

  • The Offering Stockholder Notice shall constitute the Offering Stockholder’s offer to Transfer the Offered Shares to the ROFR Rightholders, which offer shall be irrevocable until the end of the ROFR Notice Period.

  • If the Offering Stockholder does not Transfer the Offered Shares within such period, the rights provided under this Section 2.03 shall be deemed to be revived and the Offered Shares shall not be Transferred to the Third Party Purchaser or otherwise pursuant to this Section 2.03 unless the Offering Stockholder sends a new Offering Stockholder Notice in accordance with, and otherwise complies with, this Section 2.03.

  • If the Offering Stockholder does not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be Transferred to the Third Party Purchaser unless the Offering Stockholder sends a new Offering Stockholder Notice in accordance with, and otherwise complies with, this Section 3.02.

  • If the Offering Stockholder does not Transfer the Offered Shares within such period or, if applicable, within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be Transferred to the Third Party Purchaser unless the Offering Stockholder sends a new Offering Stockholder Notice to the Company and the Initial Stockholders in accordance with, and otherwise complies with, this Section 3.02.

  • The Offering Stockholder Notice shall constitute the Offering Stockholder's offer to Transfer the Offered Shares to the ROFR Rightholders, which offer shall be irrevocable until the end of the ROFR Notice Period.

  • The Offering Stockholder Notice shall constitute the Offering Stockholder's offer to Transfer the Offered Shares to each ROFR Purchaser (as hereinafter defined), which offer shall be irrevocable for the ROFR Notice Period (as hereinafter defined).

  • It is important to consider termination and exit before commencement to ensure the appropriate processes are built into the contract.

  • If more than one ROFR Rightholder delivers a ROFR Notice, each such ROFR Rightholder (“Purchasing Stockholder”) shall be allocated the number of shares equal to the product of (x) the total number of Offered Shares and (y) a fraction determined by dividing (A) the number of shares of Common Stock owned by such Purchasing Stockholder as of the date of the Offering Stockholder Notice, by (B) the total number of shares of Common Stock owned by all of the Purchasing Stockholders as of such date.

Related to Offering Stockholder Notice

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Offering Notice has the meaning set forth in Section 4.3(b).

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

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • 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.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • 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.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • 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;

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.