ROFR Election definition

ROFR Election shall have the meaning set forth in Section 8.3(b).
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ROFR Election has the meaning set forth in Section 10.2(b)(i).
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Examples of ROFR Election in a sentence

  • Further, thereafter, the Initiator shall (x) cease to have any rights to initiate a Buy-Sell pursuant to Section 9.1, (y) not under any circumstances be entitled to make a ROFO Election or ROFR Election and (z) cease to have any rights to initiate a Forced Sale pursuant to Section 9.2(a).

  • If the Company has not elected to purchase all of the IDRs specified in the Offer Notice, the Transferring Holder may Transfer the IDRs specified in the Offer Notice to the Transferee(s) specified therein at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Offer Notice during the 30-day period immediately following the ROFR Election Period.

  • If the Company has elected to purchase IDRs from the Transferring Holder hereunder, the Transfer of such shares shall be consummated as soon as practical after the election notice(s) have been given to the Transferring Holder, but in any event within 30 days after the expiration of the ROFR Election Period.

  • Upon receipt of the ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of receipt of the ROFR Notice by Optionholder.

  • If the Company has elected during the ROFR Election Period to purchase IDRs from the Transferring Holder hereunder, the Transfer of such IDRs shall be consummated as soon as practicable after the election notice(s) have been given to the Transferring Holder, but in any event within 30 days after the expiration of the ROFR Election Period.

  • If Xxxxx does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Xxxxxx Transferee is not a Xxxxxx Qualified Transferee, then Xxxxxx shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Xxxxxx Transferee identified in the First Refusal Offer only if approved in writing by Xxxxx in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI.

  • If the Right of First Refusal is deemed waived pursuant to Section 2(a) of this Agreement, APL Sub shall have the right, subject to compliance with the provisions of the LLC Agreement, to market, offer, negotiate and consummate the Transfer of the Marketed Interest described in the ROFR Notice to a third party for a period of 120 days after the expiration of the ROFR Election Period.

  • If, however, APL Sub is unable to consummate the Transfer of the Marketed Interest to a third party within the 120-day period following expiration of the ROFR Election Period, the proposed Transfer shall again become subject to the Right of First Refusal in Section 2(a).

  • The CVH ROFR Notice shall constitute an irrevocable offer by the Selling CVH Shareholder (a “CVH ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or the Veto Third Party Shareholder Representative, as applicable (the “CVH ROFR Election Period”), to sell all, but not less than all, of the CVH ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the CVH ROFR Purchase Price.

  • The Dominio ROFR Notice shall constitute an irrevocable offer by the Selling Dominio Shareholder (a “Dominio ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or Veto Third Party Shareholder Representative (the “Dominio ROFR Election Period”), to sell all, but not less than all, of the Dominio ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the Dominio ROFR Purchase Price.

Related to ROFR Election

  • 10) Election has the meaning set forth in Section 6.05(a).

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • LCA Election has the meaning specified in Section 1.09(a).

  • Primary election means any regular primary election held under the election

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Election Period means the period immediately preceding the beginning of each Plan Year established by the Administrator, such period to be applied on a uniform and nondiscriminatory basis for all Employees and Participants. However, an Employee's initial Election Period shall be determined pursuant to Section 5.1.

  • Safe Harbor Election has the meaning set forth in Section 10.2(d).

  • Regular election means an election held on a regular election date to elect an individual to, or nominate an individual for, elective office in the regular course of the terms of that elective office.

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • Non-Election Shares shall have the meaning set forth in Section 3.2.1.

  • Regular primary election means the election on the fourth Tuesday of June of

  • LCT Election has the meaning assigned to such term in Section 1.06.

  • Election Deadline shall have the meaning set forth in Section 3.2.3.

  • Election cycle means the period beginning on the first day persons are eligible to

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

  • Qualified Election Period means the six Plan Year period beginning with the Plan Year in which the Participant first becomes a Qualified Participant.

  • Distribution Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

  • Statewide popular election means a general election in which votes are cast for

  • Election means an election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the council of governors;

  • Early Opt-in Election means the occurrence of:

  • by-election means a trustee election to fill a vacancy on the Board in any of the circumstances described in section 36 of the School Act.