ROFN Transaction definition

ROFN Transaction has the meaning set forth in Section 3.5(a).
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ROFN Transaction has the meaning set forth in Section 10.5.1.
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ROFN Transaction shall have the meaning set forth in Section 2.3. 264813180 v3
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Examples of ROFN Transaction in a sentence

  • During the year ended December 31, 2020, the revaluation of the equity investment in TCAN Shares resulted in a $95,000 (2019 - $10,000 gain) loss.

  • Where the ROFN Transaction does not complete within the ROFN Transaction Period, the Company and any Shareholder shall, subject to and in accordance with the Articles and clause 14.4, be entitled to enter into any agreement to consummate a Sale with any person, save that for the twelve month period immediately following the ROFN Transaction Period, the value of such Sale shall not be at a price equal to or lower than that determined by the Independent Expert pursuant to this clause 14.3.

  • The New Investor and the Shareholders shall endeavour to conclude a transaction within the period of 30 Business Days (the “ROFN Transaction Period”) from expiration of the review and challenge period to effect the ROFN Transaction at the price determined by the Independent Expert but neither the New Investor nor the Shareholders shall be required to do so.

  • If the parties, acting in good faith, are not able to reach an agreement on the ROFN Transaction within the ROFN Exercise Period, the New Investor may direct the Company to engage a mutually agreed upon international accounting firm to act as an independent expert third party valuer (the “ Independent Expert”) to determine the fair market value of the Shares or assets proposed to be purchased in the ROFN Transaction.

  • If, once Company has notified MSD of a ROFN Transaction or Unsolicited Offer, (a) MSD does not timely exercise the MSD Right within the foregoing [***] period, or (b) the Parties do not enter into definitive contractual documentation for the applicable transaction during the Negotiation Period, Company shall be free to negotiate and enter into such ROFN Transaction with any Third Party, with no further obligation to MSD with respect thereto.

  • During Table of Contents the Negotiation Period for a given ROFN Transaction, at the reasonable request of BMS, Repare shall disclose to BMS information and data relating to the ROFN Compound that is the subject of such ROFN Transaction as promptly as practicable after such request or, as applicable, after such information and results become available.

  • Indeed, Plaintiff – as part of her responsibilities in the Human Resources Department – participated in instructing employees to submit grievances if they believed they were subject to any type of discrimination.

  • Following notification to MSD by Company of the first proposed ROFN Transaction or Unsolicited Offer received by Company during the ROFN Period, MSD shall have the right, but not the obligation, to negotiate and enter into a transaction with Company to develop and commercialize such Company Compound(s) (the “MSD Right”).

  • Such notice shall include the territory that the proposed ROFN Transaction or Unsolicited Offer, as applicable, would cover and such notice shall, subject to Sections 11.1(a), 11.1(b), 11.1(c) and 11.1(d), be deemed Confidential Information of Repare.


More Definitions of ROFN Transaction

ROFN Transaction is defined in Section 2.6.1.
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ROFN Transaction has the meaning set forth in Section 2.8 (Right of First Negotiation).
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ROFN Transaction has the meaning given to it in clause 14.1;
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Related to ROFN Transaction

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Proposed Transaction is defined in Section 6.2(a).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.