ROFR Shareholder definition
Examples of ROFR Shareholder in a sentence
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.
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.
Within 5 calendar days after delivery of such further notice, each ROFR Shareholder may deliver a supplemental notice to the Selling Shareholder notifying the Selling Shareholder of the amount of such remaining Shares that any such ROFR Shareholder elects to purchase.
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.
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.
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.
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.
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).
However, AEO reserves the use of virtual monitoring in the event that it is needed.
Following receipt of the ROFR Notice, the ROFR Shareholder shall have the right but not the obligation (the "Right of First Refusal") during the Acceptance Period, to elect to purchase the ROFR Shares in proportion to their Pro Rata Share upon the terms contained in the ROFR Notice by giving a written notice (the "ROFR Exercise Notice") to the Selling Shareholder stating that it accepts the offer of the Selling Shareholder contained in the ROFR Notice.