ROFR Seller definition

ROFR Seller shall have the meaning set forth in Section 13.5(a).
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ROFR Seller has the meaning given such term in Section 5.02(b).
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ROFR Seller is defined in Section 10.07.
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Examples of ROFR Seller in a sentence

  • If any holder of Shares (the “Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale.

  • To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reduced.

  • Any proposed transfer on terms and conditions which are materially different from those described in the ROFR Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Proposed ROFR Seller, shall again be subject to the right of first refusal of the ROFR Holders and the co-sale right of the Co-Sale Right Holders and shall require compliance by the Proposed ROFR Seller with the procedures described in Sections 8.2 and 8.3 of this Agreement.

  • The Proposed ROFR Seller shall cause any Proposed ROFR Purchaser of such shares to comply with this Agreement and Memorandum and Articles, as maybe amended from time to time, to the fullest extent.

  • The Company shall have fifteen (15) Business Days from the date of the Proposed ROFR Seller issues the ROFR Notice, which shall be irrevocable for such time, to provide a written offer to the Proposed ROFR Seller to purchase all or any portion of the Offered Shares on terms, including price, no less favorable to the Proposed ROFR Seller than those reflected in the ROFR Notice.

  • To the extent that any Proposed ROFR Purchaser prohibits such assignment or otherwise refuses to purchase any shares or other securities from a Co-Sale Right Holder exercising its co-sale right hereunder, the Proposed ROFR Seller shall not sell to such Proposed ROFR Purchaser any ROFR Shares unless and until, simultaneously with such sale, the Proposed ROFR Seller shall purchase such shares or other securities from such Co-Sale Right Holder.

  • The closing of any purchase of shares of the Company by a ROFR Holder pursuant to this Section 8.2(c) (the “ROFR Closing”) shall occur on such date as may be agreed by such ROFR Holder and the Proposed ROFR Seller, but in no event later than seventy-five (75) Business Days after the date on which the ROFR Notice is deemed to have been accepted.

  • If the proposed Transfer is pursuant to Section 13.6(a) or Section 13.7, then the ROFR Non-Selling Members and the ROFR Seller shall enter into good faith discussions to jointly select a Valuation Firm.

  • The ROFR Non-Selling Members shall have, subject to any extensions permitted pursuant to Section 13.5(e), 20 days (the “ROFR Option Period”) after receiving the ROFR Notice in which to advise the ROFR Seller in writing (the “ROFR Acceptance Notice”) whether or not they will acquire all of the ROFR Interests upon the terms and conditions contained in the ROFR Notice.

  • If such Transfer does not occur on substantially the same terms and conditions set forth in such ROFR Notice, or if such Transfer is not consummated within 120 days after the ROFR Non-Selling Members’ election not to, or failure to elect to, purchase the ROFR Interests, then such Transfer shall be null and void ab initio and the ROFR Seller must again satisfy all of the requirements of this Section 13.5.


More Definitions of ROFR Seller

ROFR Seller has the meaning given such term in Section 11.2.1.1.
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ROFR Seller has the meaning set forth in Section 4.2.
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ROFR Seller has the meaning assigned to such term in Section 15.2(a).
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Related to ROFR Seller

  • 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.

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

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • First Offer Period has the meaning set forth in Section 13.5.

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

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

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Model 1 seller means a seller registered under the agreement that has selected a certified service provider as the seller's agent to perform all of the seller's sales and use tax functions for agreement sales and use taxes other than the seller's obligation under Section 59-12-124 to remit a tax on the seller's own purchases.

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

  • Model 4 seller means a seller that is registered under the agreement and is not a model 1 seller, model 2 seller, or model 3 seller.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

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

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Purchaser means the organization purchasing the goods.

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

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Model 2 seller means a seller registered under the agreement that:

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

  • 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.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Transferring Member has the meaning set forth in Section 9.4.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.