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 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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Examples of ROFR Shareholders in a sentence

  • The A Shareholders may appoint their Affiliates by notice in writing deposited with the Secretary3 to exercise their rights under Bye-laws 73 to 83, in which case such Affiliates shall be deemed to be ROFR Shareholders for the purposes of such Bye-laws.

  • To the extent any approvals or authorisations from (or filings or applications to) any governmental authority are required in connection with the transfer of the Transfer Shares pursuant to Bye-laws 73 to 83, the ROFR Shareholders shall, acting reasonably, nominate a ROFR Completion Date, from time to time, which enables such approvals or authorisations to be obtained (or filings or applications to be made) accordingly.

  • If such Transfer is not consummated pursuant to this Bye-law 79(b)(iii) within such 45-day or 55 day-period (as applicable), such Transfer to the relevant Permitted Third Party shall not be completed unless such Unrestricted Transfer Shares are first re-offered to the ROFR Shareholders in accordance Bye-laws 73 to 83 by delivering a new Transfer Notice.

  • Bye-laws 88 to 93 shall apply in respect of the transfer of the relevant Transfer Shares from the Transferring Shareholder to the ROFR Shareholders.

  • For the avoidance of any doubts, should the ROFR Shareholders elect to exercise their Right of First Refusal, the Transferor shall not be entitled to sell the Sale Share to the Original Buyer.

  • After the lapse of this period or in a moment of material deviation of the terms of transfer of the Sale Share from those proposed by the Original Buyer the Right of First Refusal of the ROFR Shareholders shall renew.

  • Should the ROFR Shareholders elect to propose at least the same terms as proposed by the Original Buyer to the Seller under Clause (d) above, the Seller shall be obliged to transfer the Sale Share to the ROFR Shareholders in accordance with the terms of such offer within the next 30 (thirty) business days.

  • If the Seller (i) fails to transfer the Sale Share within 30 (thirty) business days to the ROFR Shareholders or (ii) if the terms of transfer of the Sale Share to the ROFR Shareholders deviate from those proposed by the Original Buyer, the Seller is in breach of this Agreement and the Sale Share shall again become subject to the provisions of this Clause 7.

  • 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.

  • Not because of love or compassion but because he’s sick and his life needs to be changed.


More Definitions of ROFR Shareholders

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 “(a)” immediately above; “Sanctions” means (a) sanctions imposed pursuant to a UN Security Council resolution; (b) US sanctions administered by the US Department of the Treasury, US Department of State or US Department of Commerce; (c) EU restrictive measures implemented pursuant to an EU Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the European Union’s Common Foreign and Security Policy; (d) UK sanctions adopted by or pursuant to the UK Terrorist Asset Freezing, etc., Act 2010 or other UK legislation or statutory instruments enacted pursuant to the United Nations Act 1946 or the European Communities Act 1972; and (e) any other trade, economic or financial sanctions laws, regulations, embargoes or similar restrictive measures administered, enacted or enforced by any Governmental Authority as being applicable to any Fit Group Company; “Sanctions List” means the: (a) “Specially Designated Nationals and Blocked Persons List” and “Sectoral Sanctions Identifications List” maintained by the Office of Foreign Assets Control of the US Department of the Treasury; (b) “Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions” as well as the list of persons set out under Xxxxxxx XXX, V and VI to Council Regulation 833/2014, as amended, maintained by the European Union; (c) “Consolidated List of Financial Sanctions Targets” maintained by Her Majesty’s Treasury; and (d) any similar list maintained by the European Union, United Kingdom, United Nations or United States of America, each as amended, supplemented o...
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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 set forth in Section 3.3.
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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 forth in Section 5.2(a).

  • Existing Shareholders has the meaning set forth in the preamble.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.8 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 the registered or beneficial holders of the Company Shares, as the context requires;

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Common Shareholders means the holders of the Common Shares.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Scheme Shareholders means the holders of Scheme Shares;

  • 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 sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • 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 Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

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