ROFR Shares definition

ROFR Shares shall have the meaning set forth in Section 4(b).

ROFR Shares has the meaning set forth in Section 3.01(d)(i).

ROFR Shares mean (i) the Company’s outstanding Ordinary Shares, (ii) the Ordinary Shares issued or issuable upon exercise of outstanding options or warrants, and (iii) the Ordinary Shares issued or issuable upon conversion of any outstanding convertible securities (other than the Preferred Shares); the “ROFR Rights Holder” means each of the Series C Preferred Shareholders, Series B Preferred Shareholders, Series A+ Preferred Shareholders, the Series A Preferred Shareholders, the Series Pre-A Preferred Shareholders and the Series Angel Preferred Shareholders; and the “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.

Examples of ROFR Shares in a sentence

• Any attempt by a party to sell or transfer ROFR Shares in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the requisite written consent.

• 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.

• 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.

• Any ROFR Shares not transferred within such 60 day period (as extended pursuant to clause (d) below) shall be subject to the provisions of Section 3.01(a) and this Section 3.01(c) upon any subsequently proposed Transfer.

• The ROFR Notice shall identify the Qualified Transferee, specify the type and number of shares of Stock to be Transferred to the Qualified Transferee (the "ROFR Shares"), specify the per share price (in cash or other consideration) (the "Sale Price") that the Qualified Transferee has agreed to pay for the ROFR Shares, and enclose an accurate summary of all terms and conditions of the proposed transfer.

More Definitions of ROFR Shares

ROFR Shares has the meaning attributed thereto in Section 6.1;

ROFR Shares means (i) the Company’s outstanding Ordinary Shares, (ii) the Ordinary Shares issued or issuable upon exercise of outstanding options or warrants, (iii) the Ordinary Shares issued or issuable upon conversion of any outstanding convertible securities (other than the Preferred Shares); provided that, in no event the ROFR Shares shall include any shares held by any Investor in the Company; and “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.

ROFR Shares has the meaning given to that term in Section 5.1(e) of this Agreement.

ROFR Shares means: (i) as to National Union, its Permitted Transferees and any Co-Investors, any Put/Call Shares owned by such party (including Shares issued on account of any subsequent Common Stock dividends, stock splits, reverse stock splits or other similar transactions relating thereto), and (ii) as to TSC and its Permitted Transferees, any Shares owned by such party immediately following the Closing (including Shares issued on account of any subsequent Common Stock dividends, stock splits, reverse stock splits or other similar transactions relating thereto).

ROFR Shares means Registrable Securities (as defined in Appendix A) held of record or beneficially by Lxxxxxxxxx, other than Registrable Securities transferred in an Excluded Transfer. “Excluded Transfer” means the assignment, transfer, conveyance or sale of less than $10 million (valued at the closing price reported by the New York Stock Exchange for the immediately preceding trading day) of Registrable Securities in any single transaction or series of related transactions to a single purchaser, a “group” (as such term is used in Section 8(g)) or to multiple affiliated purchasers, provided that Lxxxxxxxxx notifies Axxxx’s of the Excluded Transfer and the transferee(s) within seven days of the completion of transaction.

ROFR Shares means a right of first refusal, granted by the Subsidiary to Alliance and agreed to by Pharmagreen, after exercise of the Second Option, to allow Alliance to purchase Subsidiary Shares before they Shares are offered for sale to other shareholders of the Subsidiary and third party(s);

ROFR Shares is defined in Section 2.3(a).