ROFR Units definition

ROFR Units has the meaning set forth in Section 10.2(b).
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ROFR Units is defined in Section 11.1(a).
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ROFR Units has the meaning set forth in Section 3.4(c).
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Examples of ROFR Units in a sentence

  • Any ROFR Member notifying the Company of its desire to purchase any of the ROFR Units or the Remaining Offered Units shall be irrevocably obligated to do so.

  • The Purchase Offer shall, by its terms, be expressly subject to each Non-Selling Member’s exercise of its rights pursuant to this Section 11.1. The ROFR Sale Notice shall constitute an offer to sell the ROFR Units to the Non-Selling Members for the cash consideration set forth therein.

  • If part or all of the consideration to be paid for the ROFR Units as stated in the ROFR Sale Notice is other than Cash, the price stated in such ROFR Sale Notice shall be deemed to be the sum of the Cash consideration, if any, specified in such ROFR Sale Notice plus the Fair Market Value of the non-Cash consideration, as determined by the Board of Managers in good faith.

  • If all of the ROFR Units have not been agreed to be purchased by the Company and/or the Initial Members pursuant to the preceding ROFR provisions, the Company and the Initial Members shall have no right to purchase any of such Units, and the Offering Member may sell the ROFR Units to the Offeror on the same terms as set forth in the Offer within the ninety (90) day period following the last (15) day election period described above.

  • If there is any change in the terms of the Bona Fide Offer disclosed in the ROFR Sale Notice, the provisions of this Section 10.2 shall retrigger and this Section 10.2 must be again complied with in its entirety with respect to all such ROFR Units, and no sale of ROFR Units by the Selling Member shall be made otherwise than in accordance with the terms of this Agreement.

  • In the event of any decrease in the purchase price payable by the Buyer, substitution of debt for cash consideration not originally contemplated in the ROFR Sale Notice prior to closing or if the Transfer is not completed within one hundred eighty (180) days of the Selling Member being permitted to Transfer the ROFR Units in accordance with this Section 11.1(e), the revised terms shall require the Selling Member to comply with Section 11.1(b) again.

  • If a ROFR Recipient desires to purchase XXXX Xxxxx, xxx XXXX Recipients may exercise such right by delivering to the Company and the Selling Member within ** days following its receipt of the ROFR Sale Notice (the “ROFR Election Period”), a written election (a “ROFR Election”) to purchase such number of ROFR Units as it wishes to acquire (**) upon the terms set forth in the ROFR Sale Notice.

  • The relevant parties shall use commercially reasonable efforts to cause the closing of the sale of the ROFR Units to the Non-Selling Members pursuant to this Section 11.1 to occur no later than sixty (60) days after the date of the ROFR Election Notice, subject to extension as necessary to obtain any consents required from a Governmental Authority.

  • In the event that a ROFR recipient does not exercise its right to purchase its allocable share of ROFR Units, the other ROFR Recipients may purchase such Person’s allocable share of ROFR Units.

  • If the closing of the sale of the Remaining Units to any Third Party Purchaser does not occur within sixty (60) days of the expiration of the forty-five (45) day period provided above, then the ROFR Units shall again be subject to the provisions of this Section 10.06.


More Definitions of ROFR Units

ROFR Units has the meaning set forth in Section 1 of Annex VI.
Sample 1

Related to ROFR Units

  • Offered Units has the meaning set forth in Section 11.2(a).

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Junior Units means any Partnership Unit representing any class or series of Partnership Interest ranking, as to distributions, or rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to Series A Preferred Units.

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Common Units is defined in the Partnership Agreement.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Series A Units means Series A currency hedged mutual fund units and/or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • OP Units means units of limited partnership interest in the Operating Partnership.

  • Purchased Units means with respect to each Purchaser, the number of Common Units as set forth opposite such Purchaser’s name on Schedule A hereto.

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Placement Units shall have the meaning given in the Recitals hereto.

  • Incentive Units means those Partnership Interests described in Section 2 of the Incentive Unit Agreement.

  • LTIP Units means LTIP Units, as such term is defined in the Partnership Agreement.

  • Redeemed Units has the meaning set forth in Section 11.01(a).

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Option Units means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

  • Offering Shares means the shares of Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 172,500 shares of Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 690,000 Units of the Company (each Placement Unit consists of one-fourth of one Placement Warrant and one Placement Share) sold in the Private Placement for a purchase price of $6,900,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 690,000 Placement Units to FinTech Investor Holdings VI, LLC (580,000 Placement Units) and Cantor (110,000 Placement Units); (x) “Sponsor” shall mean, collectively, FinTech Investor Holdings VI, LLC, a Delaware limited liability company, and FinTech Masala Advisors VI, LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (xii) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.

  • public units means the state or a political subdivision or instrumentality of the state including a county, school corporation, special district, drainage district, unincorporated town or township, municipality, or municipal corporation or any agency, board, or commission of the state or a political subdivision; any court or public body; an electric power agency; federal and state grant moneys of a quasi-public state entity under Iowa Code section 12C.1, subsection (2e), and this chapter. Public units additionally include, but are not limited to:

  • Company Units has the meaning set forth in the Recitals.

  • LLC Units has the meaning set forth in the LLC Agreement.

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

Most Referenced Clauses

Most Referenced Definitions