ROFR Shareholders definition

ROFR Shareholders shall have the meaning ascribed to it in Section 5.1(b)(i).
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ROFR Shareholders shall have the meaning assigned to such term in Section 7.4(b).
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ROFR Shareholders means Wal-Mart (and its Permitted Transferees), each Key Minority Shareholder and each other Shareholder (other than the Founder or any of his Permitted Transferees) that, together with its Affiliates, holds (as of the time of the exercise of the rights set forth in Section 10.1 through Section 10.3) at least five percent (5%) of the Outstanding Shares; provided, however, that from and after such time as Wal-Mart and its Affiliates collectively hold at least eighty-five percent (85%) of the Outstanding Shares, the only ROFR Shareholders shall be Wal-Mart and its Permitted Transferee(s). “Rules” has the meaning given in Section 14.1(a); “Sales Notice” has the meaning given in Section 10.1; “Sanctioned Person” means any individual who or Entity that is: (a) specifically listed in any Sanctions List; or (b) Controlled or owned by any individual who or Entity that is included in clause “
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Examples of ROFR Shareholders in a sentence

  • The ROFR Shareholders hereby jointly and severally guarantee and warrant the performance and obligations of the Holding Companies under this Agreement.

  • If such supplemental notices indicate that the ROFR Shareholders wish to purchase more than the remaining available Shares, such Shares shall be allocated pro rata among the ROFR Shareholders, as appropriate, based on the respective amounts of Shares requested in all such supplemental notices.

  • To the extent one or more ROFR Shareholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Transferor may sell in the Transfer to the prospective transferee identified in the Transfer Notice shall be correspondingly reduced.

  • If the Selling Shareholder does not receive any ROFR Exercise Notice within the Acceptance Period specified in Section 6.2, then the ROFR Shareholders shall be deemed to have refused to purchase the ROFR Shares referred to in the ROFR Notice.

  • If, within the Acceptance Period, all of the ROFR Shares have been accepted for purchase by ROFR Shareholders pursuant to this Section, the Selling Shareholder shall sell the ROFR Shares to ROFR Shareholders and such transaction of purchase and sale shall be completed within 5 days of the date upon which the last ROFR Exercise Notice may have been given.

  • Each of the Tencent XXXX Xxxxxxxxxxxx xxx xxx Xxxx XXXX Shareholders is entitled to purchase up to all of such remaining Offered Shares if either the Tencent ROFR Shareholders or the Kwai ROFR Shareholders fail to or decline to exercise such right of first refusal.

  • For the avoidance of doubt, the right of Kwai under this Section 5.8 shall not be prejudiced or otherwise limited in any way by, and shall apply regardless of, whether Kwai ROFR Shareholders exercised their right of first refusal under Section 5.7. Without prejudice to the rights and privileges contemplated by Section 6, this Section 5.8 shall automatically terminate upon termination of Section 5.9.

  • If a ROFR Shareholder requests to purchase less than its Pro Rata Share, the ROFR Shareholders who requested to purchase more than their Pro Rata Share will be entitled to purchase the unsubscribed Shares in proportion to their then Pro Rata Share, or in such other proportions as they agree, by giving ROFR Exercise Notice to the Selling Shareholder within 2 days of the expiry of the Acceptance Period.

  • In the event the consideration being offered for the Subject Shares is not cash consideration, the 15-Business Day period will be extended until an internationally recognized independent investment bank selected by the Selling Shareholder and the applicable ROFR Shareholders has determined the value of such consideration in accordance with paragraph (vi) below; provided, the 15-Business Day period shall not be extended by more than 20 additional days.

  • Should the ROFR Shareholders confirm their decision not to exercise their Right of First Refusal or fail to give notice to the Seller of their decision, the Seller shall be entitled to transfer the Sale Share to the Original Buyer on the terms as proposed by the Original Buyer within the next 3 (three) months from the receipt of the notice of ROFR Shareholders, or lapse of the 30 (thirty) business days period under Clause 7.1(c) hereof.


More Definitions of ROFR Shareholders

ROFR Shareholders shall have the meaning set forth in Section 3.3.
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ROFR Shareholders shall have the meaning set forth in Section 3.3. “Sale Percentage” means, with respect to each Sale, or proposed Sale, of Capital Securities, the amount of Capital Securities Sold, or to be sold, divided by the aggregate amount of Capital Securities outstanding on the date of such Sale (or the date on which a Sale Notice is given with respect to a proposed Sale). “Sale Notice” shall have the meaning set forth in Section 3.3(i). “Sale Threshold” shall have the meaning set forth in Section 3.3. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Sell” means, as to any shares of Capital Securities, to, directly or indirectly, sell, or in any other way transfer, assign, exchange distribute or otherwise dispose of, either voluntarily or involuntarily, any shares of Capital Securities; and the terms “Sale” and “Sold” shall have meanings correlative to the foregoing. If by reason of any transaction or other arrangement, Buckland ceases to be an Affiliate of Government of Singapore Investment Corporation (Ventures) Pte Ltd, such transaction or other arrangement shall be deemed to be a Sale by Buckland at such time of the shares of the Company then held by Buckland for all purposes of this Agreement, including, without limitation, the right of first refusal of the Xxxxxxx Funds set forth in Section 3.3. “Selling Xxxxxxx Shareholder” shall have the meaning set forth in Section 5.1. “Selling Shareholder” shall have the meaning set forth in Section 3.3. “Shareholder Excess Election” shall have the meaning set forth in Section 4.1. “Shareholders” shall have the meaning set forth in the Preamble. “Shares” means the shares in the capital of the Company, par value $0.002 per share. “Share Equivalents” means securities issued by the Company that are convertible into, or exchangeable or exercisable for, Shares. “Significant Shareholder Debtor” means a Person in whom a Shareholder Beneficially Owns either (i) 5% or more of such Person’s outstanding equity securities or (ii) 5% or more of any class of, or an aggregate of all classes of, such Person’s defaulted, distressed or stressed debt. “Specified Exchange” means the American Stock Exchange, New York Stock Exchange, Nasdaq, London Stock Exchange, Sao Paulo Stock Exchange or any other stock exchange agreed by all the Shareholders after the date hereof. “Strategic Buyer” means any industrial company (other than a financial, investment or banking institution or...
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ROFR Shareholders and “ROFR Shareholder” each has the respective meaning set forth in Section 4.1(b)(i).
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ROFR Shareholders shall have the meaning assigned to such term in Section 7.4(b). “Selling Shareholder” shall have the meaning assigned to such term in Section 7.4(a). “Shares” shall mean a share issued or to be issued by the Company. “Shareholder” and “Shareholders” shall mean Clayburn, Branton, and Management Company individually or collectively, as appropriate, so long as they may own any Shares, and shall also include any Person who hereafter acquires
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Related to ROFR Shareholders

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

  • 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.

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

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Shareholders means holders of Company Shares.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Preferred Shareholders means the holders of Preferred Shares.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Target Shareholders means the holders of Target Shares;

  • 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.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

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

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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).

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Preferred Shareholder means any holder of Preferred Shares.

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

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

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