ROFR Transferee definition

ROFR Transferee shall have the meaning set forth in Section 4(a) hereof.
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ROFR Transferee means any Person that Holdco Inc. reasonably believes (i) does not satisfy the due diligence requirements of the Company’s Ethics and Compliance Program, (ii) will have a significant negative reputational effect on the Company or its Subsidiaries in the relevant markets as a Beneficial Owner of Shares or (iii) is a competitor of Holdco Inc. or its U.S. Affiliates; provided that, with respect to clauses (ii) and (iii), in no event shall a U.S. or Canadian institutional investor, including any such pension fund, be deemed to be ROFR Transferee.
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ROFR Transferee has the meaning ascribed to it in Clause 8.2.1;
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Examples of ROFR Transferee in a sentence

  • If at the end of the 20-day period, the Company has not tendered (or caused to be tendered) the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock proposed to be transferred to any ROFR Transferee (subject to compliance with the other terms of this Agreement) on terms no less favorable to the Management Stockholder than those contained in the ROFR Notice.

  • A factor of key importance in steering and managing integration activities in actual practice is precise definition of the target persons and target groups and observation of the numerical (quantitative) changes in the various groups of people concerned.The legal status is decisive, for example, for entitlement to integration-promotion measures.

  • At any time within twenty (20) days after the date of the receipt by the Company of the ROFR Notice, the Company shall have the right and option to purchase, or to arrange for a Subsidiary, third party or Affiliate to purchase, all (but not less than all) of the shares of Stock proposed to be transferred to a ROFR Transferee, pursuant to Section 4(b).

  • In any such sale the ROFR Transferee must agree to become a party to and be bound by the terms of this Agreement.

  • If at the end of the ten (10) Business Day period, the Company has not exercised the right to purchase all of the Stock covered by the ROFR Notice in the manner set forth above, the Selling Stockholder may, during the succeeding 30-day period, sell not less than all of the Stock covered by the Proposed Sale to the ROFR Transferee in the Proposed Sale on terms no less favorable to the Selling Stockholder than those contained in the ROFR Notice.

  • The ROFR Notice shall include a true and correct description of the number of shares of Restricted Stock to be Transferred and the material terms of such proposed Transfer and a copy of any proposed documentation to be entered into with any ROFR Transferee in respect of such Transfer and shall contain an irrevocable offer to sell such Restricted Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the ROFR Notice.

  • An application to purchase Stock at a designated price may be withdrawn by notice prior to the time it is accepted by the Outside Administrator.

  • Admission to educational programmes and courses takes place in one or two rounds: Selection 1 and Selection 2.

  • In any such sale the ROFR Transferee must agree to become a party to and be bound by the terms of this Agreement and the Founders shall have the right to require the Percon Group to sell or otherwise transfer to such ROFR Transferee Shares beneficially owned by the Percon Group, at the same price per Share and in the same proportion as such ROFR Transferee has offered to purchase the Founders Offered Shares.

  • The ROFR Offer shall disclose the identity of the ROFR Transferee, the number of ROFR Offered Shares proposed to be sold, the terms and conditions, including price, of the proposed sale and any other material facts relating to the proposed sale.

Related to ROFR Transferee

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

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

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • Transferee Letter The meaning specified in Section 12.16.