Tag Offerees definition

Tag Offerees has the meaning set forth in Section 3.4(a).
Tag Offerees has the meaning assigned to such term in Section 4.5(a).
Tag Offerees has the meaning set forth in Section 8.7(a).

Examples of Tag Offerees in a sentence

  • In the event that the decision of the Tag Appraiser results in an amount of consideration payable to the applicable Tag Offerees that is less than 110.0% of the implied per Unit amount that was specified in the Inclusion Notice or notice of an Equivalent Offer pursuant to Section 3.2(h), then the Tag Offeree(s) that elected to require an allocation to be prepared shall be responsible for the costs and expenses of the Tag Appraiser.

  • Notwithstanding the foregoing, unless otherwise expressly stated in writing by the QRC Transferors, a Drag Notice will not be effective or deemed to have been given until the period has expired for the Tag Offerees to provide notice of election to exercise their Inclusion Right, as provided in Section 6(c).

  • Promptly following the expiration of such 15-day period, the Transferors shall notify, for each series of Profits Units, the Profits Series Tag Offerees of the then Initial Requested Profits Series Tag-Along Percentage for such series of Profits Units and the names of each Profits Series Tag Offeree of such series of Profits Units who did not timely exercise his Profits Series Inclusion Right with respect to such series of Profits Units.

  • The exercising Profit Series Tag Offerees of such series of Profits Units shall send written notice to the Transferors on or prior to the end of such additional five-day period, which notice shall specify the number of Additional Requested Profits Series Units requested to be included in such Tag-Along Sale by each exercising Profits Series Tag Offeree (including each Profits Series Tag Offeree that was required to exercise Profits Series Inclusion Rights pursuant to this Section 7.6(d)(i)).

  • The proposed consideration being offered with respect to the Tag Offered Units being transferred by the Selling Member and all exercising Tag Offerees (determined in accordance with Section 8.7(c)) shall be allocated among the classes and series of such Tag Offered Units as if such consideration was distributed by the Company to the Selling Member and the exercising Tag Offerees pursuant to the rights and preferences set forth in Section 6.1(b) (without giving any effect to Section 6.1(c)).

  • The Tag Offerees and the Selling Stockholder shall Transfer to the proposed third party transferee the Shares proposed to be Transferred by them in accordance with this Section 3.4 at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Selling Stockholder and the proposed third party transferee shall agree.

  • In the event any proposed Transfer to a Competitor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such prospective transferee by any Tag Offerees.

  • The exercising Tag Offerees and the Tag Seller shall sell or Transfer to the proposed third party transferee the Tag Units proposed to be Transferred by them in accordance with this Section 3.2 at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the holders of a majority of the Tag Units to be Transferred by exercising Tag Offerees, the Tag Seller, and such other Person(s) and the proposed third party transferee shall agree.

  • Each Tag Offeree participating in such Transfer will be responsible for its proportionate share, based upon the number of Shares Transferred in such Transfer by such Tag Offeree as a proportion of the total number of Shares Transferred in such Transfer by the Selling Stockholder and all of the Tag Offerees, of the costs of the proposed Transfer to the extent not paid or reimbursed by the proposed third party transferee.

  • The Tag Offerees and the Selling Stockholder shall sell to the proposed third party transferee the Shares proposed to be Transferred by them in accordance with this Section 3.4 at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the holders of a majority of the Shares to be Transferred by exercising Tag Offerees, the Selling Stockholder and the proposed third party transferee shall agree.


More Definitions of Tag Offerees

Tag Offerees shall have the meaning set forth in Section 2.6(e).
Tag Offerees shall have the meaning set forth in Section 3.6(a) of this Agreement.

Related to Tag Offerees

  • Offerees has the meaning set forth in Section 5.4(a).

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

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

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

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

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

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

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

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

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

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

  • ROFR Notice has the meaning set forth in Section 3.02(d).

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

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