ROFO Stockholder definition

ROFO Stockholder has the meaning set forth in Section 4.1.
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ROFO Stockholder shall have the meaning ascribed to it in Section 6.1(a)(ii).
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Examples of ROFO Stockholder in a sentence

  • The ten (10) Business Day period set forth in Section 6.1(b)(ii) shall not begin to run until such dispute is resolved either by an agreement between the ROFO Selling Stockholder and the ROFO Stockholder or by the independent financial advisor.

  • Should the ROFO Offer Price specified in the Proposed Transfer Notice be payable in property other than cash or evidences of indebtedness, the ROFO Stockholder shall have the right to pay the ROFO Offer Price in the form of cash equal in amount to the fair market value of such property, determined on a per unit basis with respect to each Offered Security.

  • Delivery of a Proposed Transfer Notice shall constitute an offer by the ROFO Selling Stockholder, irrevocable through and including the ROFO Offer Date to transfer to the ROFO Stockholder, subject to the terms of this Section 6.1, all or any portion of the ROFO Offered Securities, each unit at the ROFO Offer Price and on the other terms and conditions set forth in the Proposed Transfer Notice.

  • If Parent elects to purchase the ROFO Shares, the ROFO Stockholder must sell, and Parent must purchase, such ROFO Shares by payment of the price designated in the Offer Notice.

  • If the ROFO Stockholder objects to the ROFO Selling Stockholder’s calculation of the Offer Price and the parties are unable to agree on the calculation of the ROFO Offer Price within seven (7) days after the ROFO Stockholder’s receipt of the Proposed Transfer Notice, the valuation of the fair market value of such property shall be made by an independent financial advisor jointly selected by the ROFO Selling Stockholder and the ROFO Stockholder.

  • The determination made by such independent financial advisor shall be binding on both the ROFO Selling Stockholder and the ROFO Stockholder and the cost of such valuation shall be shared equally by the ROFO Selling Stockholder and the ROFO Stockholder.

  • The GSO Stockholders shall notify the Transferring ROFO Stockholder in writing (the “ ROFO Response”) within twenty-one (21) days of its receipt of the ROFO Notice whether the GSO Stockholders have an interest in acquiring any portion of the ROFO Shares and shall include in their ROFO Response the price per ROFO Share that the GSO Stockholders desire to pay (the “Desired Price per Share”).

  • Terrestrial flora and fauna DescriptionThe terrestrial environment of the proposal area including Cape Riche and the lands between the desalination plant and the Southdown mine is predominantly Mallee- heath with occasional patches of Jarrah–Marri Woodland.

  • In response to the ROFO Notice dated as of [●] delivered by the Transferring ROFO Stockholder, regarding a proposed Transfer of ROFO Shares as set forth in such ROFO Notice, the undersigned GSO Stockholder(s) hereby confirm(s) [its/their] good faith interest in acquiring [●] ROFO Shares in accordance with the Stockholders Agreement at the following Desired Price per Share: $[●].

  • At the closing of any Transfer pursuant to this Section 4.2, the Transferring ROFO Stockholder shall deliver to each GSO Stockholder that is purchasing ROFO Shares an assignment agreement and such other appropriate transfer instruments Transferring all of the applicable ROFO Shares to such GSO Stockholder, duly executed, free and clear of any liens or other encumbrances, against delivery of the purchase price therefor.

Related to ROFO Stockholder

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Major Stockholder means any such Person.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

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

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Company Shareholder means a holder of one or more Company Shares;

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.

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

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Controlling Shareholder means any shareholder owning more than fifty