Right of First Refusal Price definition

Right of First Refusal Price for the Shares purchased by the Company or its assignee(s) under this Section 17 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith.
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Right of First Refusal Price means the Offered Price, provided, that, if all of a portion of the Offered Price is to be paid other than in cash, the term "Right of First Refusal Price" shall mean the sums of (i) the dollar amount of that portion of the Offered Price payable in cash and (ii) the Fair Value of that portion of the Offered Price payable in non-cash consideration, and provided, further, that if the Offer giving rise to the application of this Section 9.3.1 is an Offer not only for the Offered Interest, but also for additional property of the Selling Member (or one or more Affiliates of the Selling Member, in which case the additional property may include stock of an Affiliate of such Affiliate), the term "Right of First Refusal Price" shall mean the Fair Value of the Offered Interest. In the case of a Required Regulatory Transfer, the term "Right of First Refusal Price" shall mean the Fair Value of the Required Portion of the Interest or the entire Interest, as appropriate.
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Right of First Refusal Price means the sums of (i) the dollar amount of that portion of the Offered Price payable in cash and (ii) the Fair Value of that portion of the Offered Price payable in non-cash consideration, and provided, further, that if the Offer giving rise to the application of this Section 9.3.1 is an Offer not only for the Offered Interest, but also for additional property of the Selling Member (or one or more Affiliates of the Selling Member, in which case the additional property may include stock of an Affiliate of such Affiliate), the term "Right of First Refusal Price" shall mean the Fair Value of the Offered Interest. In the case of a Required Regulatory Transfer, the term "Right of First Refusal Price" shall mean the Fair Value of the Required Portion of the Interest or the entire Interest, as appropriate.
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Examples of Right of First Refusal Price in a sentence

  • Payment of the Right of First Refusal Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

  • Payment of the Right of First Refusal Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company or any affiliate of the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice, against delivery of the Shares being purchased.

  • Payment of the Right of First Refusal Price shall be made, at the option of the Corporation or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Corporation (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

  • Payment of the Right of First Refusal Price will be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within forty-five (45) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

  • If the non-Selling Member gives a Notice of Purchase for the Offered Interest or the Entire Interest, as the case may be, pursuant to this Section 9.3, the purchase of the Offered Interest or the Entire Interest, as the case may be, pursuant to this Section 9.3 shall be made within 30 days after the date of such Notice of Purchase at the Right of First Refusal Price otherwise on terms identical in all material respects to the terms specified in the Notice of Sale.

  • The Corporation shall have the sole and absolute right to prepay all or any part of the Right of First Refusal Price at any time, without penalty.

  • The Put Price and Right of First Refusal Price per share shall be appropriately adjusted.

  • The Offer shall give the Corporation the right to purchase the Shares at a price (the "Right of First Refusal Price") equal to the lesser of (i) the Purchase Price as determined under Article II, above, or (ii) the amount of consideration which the Offeror Shareholder is entitled to receive under the terms of the proposed Transfer.

  • During the 30-day period following receipt of the Notice of Sale by the non-Selling Member, such other Member may accept such offer by giving written notice (a "Notice of Purchase") of its intention to purchase all of the Offered Interest or the Entire Interest, at such Member's election, at the Right of First Refusal Price and otherwise on the terms specified in the Notice of Sale.

  • Payment of the Right of First Refusal Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, to its assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.


More Definitions of Right of First Refusal Price

Right of First Refusal Price means the Fair Value of the Offered Interest. In the case of a Required Regulatory Transfer, the term "Right of First Refusal Price" shall mean the Fair Value of the Required Portion of the Interest or the entire Interest, as appropriate.
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Right of First Refusal Price means the Fair Value of the Required Portion of the Interest or the entire Interest, as appropriate.
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Related to Right of First Refusal Price

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

  • Right of First Offer shall have the meaning set forth in Section 13.1 hereof.

  • Right of First Refusal Agreement means the Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company, the Investors and certain other parties named therein.

  • 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.

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

  • Right of Repurchase means the Company’s right of repurchase described in Section 7.

  • Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

  • 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.

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

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

  • Call Right The right of the holder thereof (or any successor), as named in the applicable Supplement, to purchase Certificates from the Holders thereof or to purchase Underlying Securities from the Trust.

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

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

  • 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.

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

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

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

  • 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.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Call 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 payment of the exercise price, as specified therein, to purchase from the writer thereof the specified underlying Securities.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Preemptive Right has the meaning set forth in Section 5.1 hereof.

  • Purchase Option Notice As defined in Section 3.18(e).

  • right of use means any right we have to use, in our own name and on our own account or the account of another counterparty, financial instruments received by us by way of collateral under a security collateral arrangement between you and us;