ROFR Offeree definition

ROFR Offeree is defined in Section 12.2.1.
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ROFR Offeree has the meaning set forth in Section 4.3(a).
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ROFR Offeree is defined in Section 8.3(b).
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Examples of ROFR Offeree in a sentence

  • Such Offered Shares shall be free and clear of any Encumbrance (other than encumbrances arising hereunder or attributable to actions by the relevant ROFR Offeree), and the Selling Shareholder shall so represent and warrant and shall further represent and warrant that it is the beneficial and record owner of such Offered Shares.

  • An Acceptance Notice shall be irrevocable and shall constitute a binding agreement by such ROFR Offeree to purchase all of the Offered Shares as set forth in the Acceptance Notice.

  • Each ROFR Offeree purchasing Offered Shares shall deliver at such closing payment in full of the portion of the Offer Price attributable to the Offered Shares such ROFR Offeree is purchasing.

  • Each Acceptance Notice shall include a statement of (i) the relevant ROFR Offeree’s calculation of its Holder Pro Rata Share and (ii) the number of Offered Shares that such ROFR Offeree intends to purchase.

  • Each such ROFR Offeree shall have the right to purchase their Holder Pro Rata Share of the Offered Shares.

  • The closing of such purchase and sale shall occur on the Pledge ROFR Purchase Date or at such time and place as the Pledge ROFR Offeree Stockholder and the Pledge Counterparty may agree, pursuant to an agreement containing reasonable and customary representations and warranties and other terms and conditions.

  • 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.

  • If any ROFR Offeree does not fully subscribe for the number or amount of Offered Shares it is entitled to purchase, then each ROFR Offeree who has elected to purchase their Holder Pro Rata Share of Offered Shares (each a “Fully Participating ROFR Offeree”) shall have the right to purchase their Participating Holder Pro Rata Share of the Offered Shares not so subscribed for (for the purposes of this Section 3.4(c), the “Excess Offered Shares”).

  • The failure by an ROFR Offeree to give an Acceptance Notice within the ROFR Offer Period shall be deemed to be a waiver of such ROFR Offeree’s Right of First Refusal.

  • After receipt of the Sale ---------------------- Notice, each of the Company and the Non-Transferring Member (each an "ROFR Offeree") may give written notice (a "Notice of Exercise"), within the time periods and in the priority specified below, to the Transferring Member that such ROFR Offeree wishes to exercise the right to purchase at the Offer Price all but not less than all of the Offered Units.


More Definitions of ROFR Offeree

ROFR Offeree has the meaning set forth in Section 6.03(c)(i).
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ROFR Offeree shall have the meaning ascribed thereto in Section 9.5(a).
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Related to ROFR Offeree

  • Offeree means an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • 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).

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

  • 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.

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

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • 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.

  • 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;

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • ROFO Notice is defined in Section 6.2(a).

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

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

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

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

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Third Party Offer has the meaning set forth in Section 3.2.2(a).

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

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

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