Proposed ROFR Purchaser definition

Proposed ROFR Purchaser has the meaning set forth in Section 8.2(a);
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Proposed ROFR Purchaser has the meaning given to it in Article 68.
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Examples of Proposed ROFR Purchaser in a sentence

  • 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.

  • If any holder of Shares (the “Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale.

  • The Proposed ROFR Seller shall cause any Proposed ROFR Purchaser of such shares to comply with this Agreement and Memorandum and Articles, as maybe amended from time to time, to the fullest extent.

  • If any holder of Shares (the “ Proposed ROFR Seller”) intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person (the “Proposed ROFR Purchaser”), the Proposed ROFR Seller shall submit a written notice (the “ROFR Notice”) to the Company and the Investors stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold (the “Offered Shares”) and the material terms and conditions, including price, of the proposed sale.

  • The Proposed ROFR Seller shall cause any Proposed ROFR Purchaser of such shares to comply with the Investors Rights Agreement, the Memorandum of Association and these Articles to the fullest extent.

  • In the event Telstra has not sold the Offered Shares within such seventy (70) Business Day period, the rights of Ping An under this Section 3.1 shall be deemed to be revived and the Offered Shares shall not be sold to the Proposed ROFR Purchaser unless Telstra submits a new ROFR Notice to Ping An and otherwise complies with this Section 3.1.

  • If Telstra intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person that is not Ping An or an Affiliate of Ping An (the “ Proposed ROFR Purchaser ”), Telstra shall submit a written notice (the “ ROFR Notice ”) to Ping An stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold by Telstra (the “ Offered Shares ”), the material terms and conditions, including price, of the proposed sale relating to the proposed sale.

  • If Telstra intends to sell all or any part of the Shares it owns pursuant to a bona fide offer to buy from a Person that is not Ping An or an Affiliate of Ping An (the “Proposed ROFR Purchaser”), Telstra shall submit a written notice (the “ROFR Notice”) to Ping An stating the name of the Proposed ROFR Purchaser, the number of Shares proposed to be sold by Telstra (the “Offered Shares”), the material terms and conditions, including price, of the proposed sale relating to the proposed sale.

Related to Proposed ROFR Purchaser

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

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

  • Selling Member has the meaning set forth in Section 10.5(a).

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

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

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

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

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

  • 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 Stockholders.

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

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

  • 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.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Proposed Transaction is defined in Section 6.2(a).

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • 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.

  • Offering Notice shall have the meaning set out in Section 3.1;

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

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

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • 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.

  • Co-Sale Notice shall have the meaning ascribed to it in Section 4.5.