ROFR Offered Units definition

ROFR Offered Units is defined in Section 12.2.1.
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ROFR Offered Units has the meaning set forth in Section 6.3(a).
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Examples of ROFR Offered Units in a sentence

  • If the ROFR Offered Units are not so transferred within such ninety (90)-day period, the ROFR Offeror Holder may not sell any of the ROFR Offered Units without again complying in full with the provisions of this Section 6.3. Each ROFR Holder may assign its rights under this Section 6.3 to its Affiliates.

  • The ROFR Offeree may accept such offer as to all of the ROFR Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a “ROFR Notice of Purchase”) of its intention to purchase such Offered Units at the same price and on the same terms specified in the ROFR Notice of Sale.

  • The ROFR Offeror Holder also agrees to execute and deliver any such instruments and documents and take any such actions, including obtaining all applicable approvals and consents and making all applicable notifications and filings, as the purchasing ROFR Holders may reasonably request in order to effectively implement the purchase and sale of the ROFR Offered Units hereunder.

  • If, after compliance with the foregoing provisions of this Section 6.3, the Company or ROFR Holders shall have elected to purchase all but not less than all of the ROFR Offered Units, parties to such purchase and sale shall thereafter set a reasonable place and time for the closing of the purchase and sale of the ROFR Offered Units, which shall be not more than thirty (30) days after the ROFR Expiration Date unless otherwise agreed by all of the parties to that transaction.

  • Within twenty-five (25) days after the ROFR Notice Date, each ROFR Holder may deliver a written notice to the ROFR Offeror Holder, the Company and each other ROFR Holder of its election to purchase up to its full Proportionate Share of the Remaining ROFR Offered Units (the 26th day after the ROFR Notice Date is referred to herein as the “ROFR Expiration Date”).

  • The ROFR Offeror Holder may not accept a Third Party Offer if such offer contains provisions related to any property of the ROFR Offeror Holder other than Units held by the ROFR Offeror Holder or contemplates any consideration for the ROFR Offered Units other than cash in United States dollars.

  • Each ROFR Holder shall make representations and warranties to the Company or such ROFR Offeror Holder concerning its status as an Accredited Investor and its acquisition of such ROFR Offered Units for investment purposes and without a view to distribution thereof.

  • The notice shall set forth the name of the Third Party (including, if such information is not publicly available, information about the identity of the Third Party), the number of Units to be sold (the “ROFR Offered Units”), the price per Unit for the ROFR Offered Units, all details of the payment terms and all other terms and conditions of the proposed Transfer and each ROFR Holder’s Proportionate Share (such offer is referred to as the “ROFR Offer”).

  • Notwithstanding the foregoing, if (i) the Company and the ROFR Holders shall not have elected to purchase all of the ROFR Offered Units on or prior to the ROFR Expiration Date, then the ROFR Offeror must comply with the terms of Section 6.5 prior to Transferring any of the ROFR Offered Units to any Person.

  • 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.

Related to ROFR Offered Units

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Placement Units shall have the meaning given in the Recitals hereto.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Initial Offering Period means the period commencing with the initial effective date of the Prospectus and terminating no later than the ninetieth (90th) day following such date unless extended for up to an additional 90 days at the sole discretion of the General Partner.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • public units means the state or a political subdivision or instrumentality of the state including a county, school corporation, special district, drainage district, unincorporated town or township, municipality, or municipal corporation or any agency, board, or commission of the state or a political subdivision; any court or public body; an electric power agency; federal and state grant moneys of a quasi-public state entity under Iowa Code section 12C.1, subsection (2e), and this chapter. Public units additionally include, but are not limited to:

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Option Units means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Selling Member has the meaning set forth in Section 10.5(a).