ROFO Recipient definition

ROFO Recipient shall have the meaning set forth in Section 12.3(a).
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ROFO Recipient has the meaning set forth in Section 4.3.
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ROFO Recipient has the meaning assigned to such term in Section 3.3(a).
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Examples of ROFO Recipient in a sentence

  • The ROFO Notice may require that the ROFO Seller and ROFO Recipient enter into a definitive agreement with respect to any sale of the ROFO Shares to the ROFO Recipient on a date that is no less than thirty (30) days and no later than sixty (60) days after the date of the ROFO Notice.

  • Promptly after such sale to such Third Party, the ROFO Seller will notify the ROFO Recipient of the closing thereof and will furnish such evidence of the completion and time of completion of such sale and the terms and conditions of such sale as may reasonably be requested by the ROFO Recipient.

  • The number of shares that each ROFO Recipient shall be entitled to purchase upon the exercise of the right of first offer shall be equal to such ROFO Recipient’s Pro Rata Portion of the Offered Securities other than those as to which the Company has exercised its option.

  • If only one ROFO Recipient timely submits a ROFO Offer, the ROFO Transferor may effectuate the sale of all the ROFO Interests to such ROFO Recipient alone.

  • Upon the receipt by the ROFO Transferor of any ROFO Offer, the ROFO Transferor and the applicable ROFO Recipient shall negotiate in good faith for a period of thirty (30) days regarding the ROFO Offer.

  • The ROFO Offer shall be submitted to the ROFO Transferor within thirty (30) days after the ROFO Recipient’s receipt of the ROFO Notice and shall include a proposed definitive purchase agreement that such ROFO Recipient is prepared to execute upon the acceptance by the ROFO Transferor of the ROFO Offer.

  • In the event the Parties are unable to reach agreement during such period, the ROFO Transferor may elect by notice to such ROFO Recipient submitted at any time during the 30-day period following such negotiation period to accept or reject the ROFO Offer (it being understood that a failure of the ROFO Transferor to submit an unqualified acceptance notice within such 30-day period shall constitute a rejection of the ROFO Offer).

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  • If the ROFO Transferor timely submits an acceptance notice, the ROFO Transferor and the applicable ROFO Recipient shall in good faith negotiate a definitive purchase and sale agreement (which shall include the terms and conditions set forth in the ROFO Offer) and use their reasonable best efforts to consummate the purchase and sale of the ROFO Interests as promptly as practicable and in any event within ninety (90) days from the execution of a definitive purchase agreement.

  • Prior to the expiration of such 10 day period, the ROFO Recipient may make a final offer (the "ROFO Offer") to purchase all but not less than all of the Offered Securities on the terms and conditions set forth in the Offer Notice by providing the Offering Holder written notice (the "ROFO Offer Notice") of the ROFO Recipient's intention to purchase the Offered Securities setting forth the price that the ROFO Recipient intends to pay for the Offered Securities (the "ROFO Price").

Related to ROFO Recipient

  • Sub-Recipient means a partner, joint venturer, director, employee, agent and subcontractors of a Recipient to whom a Recipient must disclose Confidential Information.

  • Intended Recipient means any person or party to whom any Messages are intended by the sender to be sent through or incidental to any of the Tradelink Services.

  • Recipient Party means the Party which receives Confidential Information from the other Party.

  • Primary recipient means any recipi- ent which is authorized or required to extend or distribute Federal financial assistance to another recipient.

  • Grant Recipient means the national government or a national government entity authorised to control or spend money under this Act or an incorporated or unincorporated body not otherwise authorised to control or spend money under this Act;

  • Prime Recipient means a Colorado State agency or institution of higher education that receives an Award.

  • Designated recipient means a person chosen by a user using an online tool to administer digital assets of the user.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Recipient means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

  • Service Recipient means, with respect to a Participant holding a given Award, the member of the Company Group by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

  • Subrecipient means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program.

  • Telecom Service Provider means any Telecom operator in India, who is licensed by the Department of Telecommunications (DOT), Government of India to provide telecom services to the general public or to the other DOT licensed Telecom operators. "Telecom Service Provider" also refers to any Telecom operator in other countries providing telecom services to general public of that country or to other telecom operators of the same country.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Eligible Recipient means an employee, director or independent contractor of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.

  • Data Recipient means the party (being either the Association or #[Party 2], as appropriate) to whom Data is disclosed;

  • Payment Recipient has the meaning assigned to it in Section 11.12(a).

  • University Member means any individual who is:

  • Participating Party means an enterprise or public body that has committed itself to reaching certain objectives under a voluntary agreement, or is covered by a national regulatory policy instrument;

  • Service Provider means an Employee, Director or Consultant.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • License holder means an individual, corporation, partnership, governmental unit, association or any other entity to whom a license was issued under Iowa Code chapter 137C, 137D or 137F.

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Lender Recipient Party means collectively, the Lenders, the Swing Line Lender and the L/C Issuer.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Third Party Service Provider means any consultant, agent, advisor, or independent contractor who renders services to the Company, a Subsidiary, or an Affiliate that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.