ROFR Shareholder definition

ROFR Shareholder means any holder of Ordinary Shares, other than the holder of Ordinary Shares issued or issuable upon conversion of the Company’s outstanding Preferred Shares.
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ROFR Shareholder means each of the holders of the Preferred Shares (except the Series Seed Preferred Shares) and its permitted assignees to whom its rights under this Section 4 have been duly assigned in accordance with this Agreement.
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ROFR Shareholder has the meaning attributed thereto in Section 6.1;
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Examples of ROFR Shareholder in a sentence

  • The ROFR Shareholder’ First Refusal Notice shall set forth the number of Offer Shares that such ROFR Shareholder wishes to purchase, which amount shall not exceed the First Refusal Allotment (as defined below) of such ROFR Shareholder.

  • If the purchase price in the Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be as previously determined by the Board in good faith, which determination will be binding upon the Company, the Selling Shareholder and the ROFR Shareholder, absent fraud or error.

  • Attract and retain [qualified and diverse] students to reliable Program offerings.

  • The purchase price for the Offered Shares to be purchased by the ROFR Shareholder exercising their right of first refusal will be the price set forth in the Transfer Notice, but will be payable as set forth below.

  • Each Other Shareholder that timely sends such an Exercise Notice shall be a “ROFR Shareholder.” Such Exercise Notice shall set forth the number of Shares such ROFR Shareholder desires to purchase, which may be more or less than, or equal to, such Shareholder’s ROFR Percentage of the Shares that are the subject of the Offer (but in no event in excess of the amount of Shares that are the subject of the Offer).

  • A ROFR Shareholder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, unless it exercises its right of first refusal within the ROFR Shareholder First Refusal Period, to purchase up to all of its First Refusal Allotment of the Offered Shares.

  • Any proposed transfer on terms and conditions which are materially different from those described in the Transfer Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Shareholder and the co-sale right of the Preferred Shareholder and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2 and 4.3 of this Agreement.

  • Each ROFR Shareholder may exercise the ROFR Shareholder’ Right of First Refusal and purchase all or any portion of the Offered Shares by notifying the Selling Shareholder, the Company and each other ROFR Shareholder in writing (the “ROFR Shareholder’ First Refusal Notice”) before expiration of ROFR Shareholder’ First Refusal Period as to the number of shares that it wishes to purchase.

  • However, AEO reserves the use of virtual monitoring in the event that it is needed.

  • If one ROFR Shareholder (the “Non-electing ROFR Shareholder”) fails to exercise or waives its right of first refusal, or elects not to purchase its full pro rata portion of the Subject Shares, the Selling Shareholder shall promptly notify the other ROFR Shareholder in writing of such failure, waiver or election, and will give the other ROFR Shareholder the option to acquire the Subject Shares that the Non-Electing ROFR Shareholder has determined not to purchase.


More Definitions of ROFR Shareholder

ROFR Shareholder has the meaning set forth in Section 4.2(a).
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Related to ROFR Shareholder

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

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

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

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Company Shareholder means a holder of Company Shares.

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Major Stockholder means any such Person.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Class A Shareholder means a holder of Class A Shares;

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Founder means, in respect of an issuer, a person who,

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.