ROFR Offer Price definition
Examples of ROFR Offer Price in a sentence
The EA ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.
The ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.
The ME ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.
The ROFR Stockholder Acceptance Notice shall constitute a binding commitment of the ROFR Stockholder to purchase, and a binding commitment of the ROFR Selling Stockholder to transfer the ROFR Accepted Securities, each unit at the ROFR Offer Price.
Should the ROFR Offer Price specified in the Proposed Transfer Notice be payable in property other than cash or evidences of indebtedness, the ROFR Stockholder shall have the right to pay the ROFR 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 ROFR Offered Security.
Delivery of a Proposed Transfer Notice shall constitute an offer by the ROFR Selling Stockholder, irrevocable through and including the Offer Date to transfer to the ROFR Stockholder, subject to the terms of this Section 5.1, all or any portion of the ROFR Offered Securities, each unit at the ROFR Offer Price and on the other terms and conditions set forth in the Proposed Transfer Notice.
If the ROFR Stockholder objects to the ROFR Selling Stockholder’s calculation of the ROFR Offer Price and the parties are unable to agree on the calculation of the Offer Price within seven (7) days after the ROFR 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 ROFR Selling Stockholder and the ROFR Stockholder.
During the 30-day period following receipt of such notice by the Company and the other Investors (the "First Refusal Period"), the Company shall have the right to purchase from such ROFR Selling Investor all (but not less than all) of the Registrable Securities specified in such notice, at the ROFR Offer Price and on the ROFR Offer Terms.
The ROFR Offer Price per ROFR Offered Unit may differ in order to reflect appropriately differences in Threshold Values with respect to the Series B Units that are ROFR Offered Units and Withheld Amounts (that have not yet been distributed), if any, with respect to the Unvested Units that are ROFR Offered Units.
During this period of One Hundred Eighty (180) Business Days (the “Free Period”), the Selling Existing Shareholder shall be free to sell the Existing Shareholders Sale Shares (not at a price lower than the ROFR Offer Price) to the proposed transferee mentioned in the ROFR Offer Notice.