ROFR Securities definition

ROFR Securities has the meaning set forth in Section 5.15.
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ROFR Securities has the meaning ascribed to it in Clause 8.3;
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ROFR Securities has the meaning given to it in Clause 13.1 (Right of First Refusal);
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Examples of ROFR Securities in a sentence

  • The Competitor ROXX Xxtice shall identify the Bell Competitor, specify the type and number of Company Securities or McCaw Securities to be Transferred to the Bell Competitor (the "Competitor ROFR Securities"), specxxx the aggregate and per share price (in cash or other consideration) (the "Competitor Sale Price") that the Bell Competitor has agreed to pay for the Competitor ROFR Xxcurities, and enclose an accurate summary of all other material terms and conditions of the proposed Transfer.

  • The Selling McCaw Entity shall effectuate the Transfer of the Competxxxx ROFR Securities by promptly delivering to Bell (and/or the applicable Affiliate of Bell) one or moxx xertificates, properly endorsed for trxxxxer, that represent the Competitor ROFR Securities, together with stock powers and such other closing documentation that Bell (and/or the applicable Affiliate of Bell) may reasoxxxxy request.

  • They play a vital role in the Catholic Church and it was good to hear that so positively acknowledged during the meeting with Pope Benedict.

  • Munsingwear, Inc., 340 U.S. 36 (1950).The district court dispatched two other challenges as well, see 2015 U.S. Dist.

  • Such Notice shall constitute an offer to sell all, but not less than all, of the ROFR Securities to the New Investors and their Affiliates (other than the Selling ROFR Holder and its Affiliates) (collectively, the "Other New Investors") on the terms and conditions stated in the Notice, subject to Section 3.4(e) below.

  • If such Initial Shareholder does not deliver a ROFR Election Notice by such date, it will be deemed to have elected not to purchase any of the ROFR Securities.

  • The ROFR Notice shall include the name of the proposed purchaser or Purchaser of the ROFR Securities (the “ROFR Buyers”), the proposed type of security and purchase price, the terms of payment of such purchase price and all other matters relating to such Covered Financing Transaction.

  • Upon the occurrence of a Waiver Event, the Stockholder may, during the ninety (90) day period following the expiration of the ten (10) Business Day election period provided for in Section 7.02, sell all or any portion of the ROFR Securities, but not less than 50% of the ROFR Securities, to the proposed transferee on the same terms or no more favorable terms to the proposed transferee as specified in the Sale Notice.

  • The sale and transfer of such ROFR Securities shall, subject to satisfaction of such conditions, be completed on the date notified to the ROFR Benefitting Shareholders by the Initiating ROFR Seller on at least 3 Business Days’ notice (and such date shall be within 30 Business Days of the expiry of the ROFR Acceptance Period or, if longer, within 10 Business Days of the satisfaction of any mandatory and suspensory anti-trust or regulatory conditions).

  • Subject to obtaining any Regulatory Approvals as may be reasonably necessary to effect the purchase of the ROFR Securities, the Initial Shareholder electing to purchase the ROFR Securities in accordance with this Section 8.2 shall pay for the ROFR Securities by delivery of wire transfer of immediately available funds to an account specified by the Transferring Shareholder.


More Definitions of ROFR Securities

ROFR Securities means any Company Securities that are the subject of the Proposed Transfer or the Offer, as applicable.
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ROFR Securities has the meaning assigned to such term in Section 15.2(a).
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ROFR Securities has the meaning set forth in Section 3.1(b).
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Related to ROFR Securities

  • Series B Securities means the 11-1/2% Senior Notes due 2007, Series B, of the Company to be issued pursuant to this Indenture in exchange for the Series A Securities pursuant to the Registered Exchange Offer and the Registration Rights Agreement.

  • Investor Securities is defined in Section 2.1.

  • 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.

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • Refused Securities has the meaning ascribed to such term in Section 4.1(c)

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Series A Junior Securities means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including Common Units and Non-Voting Common Units, but excluding any Series A Parity Securities and Series A Senior Securities.

  • Series A Securities means the Company's Series A 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028 as authenticated and issued under this Indenture.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Index Securities means Securities of those companies which are at the relevant time the constituent companies of the Index, any Securities used to track the performance of such Securities constituting the Index at the relevant time or such other Securities designated by the Manager.

  • Pari Passu Securities means any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, on parity with the Designated Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor;

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

  • relevant securities means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares;

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • Exempted Securities means:

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Subject Securities means: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.

  • Successor Securities has the meaning specified in Section 9.5(a).