Examples of ROFO Purchaser in a sentence
The third Appraiser's valuation will be the Consideration Value for all purposes hereof and will not be subject to appeal or challenge by either the ROFO Purchaser or the Offering Stockholder.
All-Share Sale Notice, subject to the consent of the Rights Shareholder as to the transfer of the ROFO Shares to the Qualifying Third Party ROFO Purchaser (such consent not to be unreasonably withheld or delayed) if the Selling Shareholder is proposing to sell its entire 50 per cent.
A duly completed and delivered Issuer Acceptance Notice shall constitute a binding irrevocable agreement by the Issuer (or the ROFO Purchaser) to purchase the Subject Shares at the Target Price as provided in this Section 1.2(f).
In the event that the two original Appraisers cannot agree upon a third Appraiser within 30 calendar days following the end of the 30-day period referred to above, then the third Appraiser shall be determined by lottery from a group of two Appraisers, one of whom will be designated by the ROFO Purchaser and one of whom will be designated by the Offering Stockholder.
No officer shall serve more than two full consecutive terms in any particular office.
For purposes of this Exhibit B, "Appraiser" means a nationally recognized investment banking firm that (a) does not have a direct or indirect material financial interest in the ROFO Purchaser or the Offering Stockholder, (b) has not received in excess of $250,000 in fees or other compensation from the ROFO Purchaser, the Offering Stockholder or any of their respective subsidiaries in the preceding 360 days, and (c) is otherwise qualified to render an appraisal of the Consideration Value.
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If the ROFO Purchaser wishes to exercise this right of first offer with respect to TERP Sale Shares, it must elect to do so by written notice to the ROFO Seller by close of business on the 1st trading day after the date on which the ROFO Purchaser receives a TERP Sale Notice with respect to such TERP Sale Shares (an “Election Notice”).
For a period of fifteen (15) days after the receipt of a ROFO Notice (the “ROFO Acceptance Period”), the ROFO Seller shall have the right to provide the ROFO Purchaser with written notice that it (a) agrees to the terms of the ROFO Notice (the “ROFO Acceptance”) or (b) rejects the terms of the ROFO Notice (the “ROFO Rejection”).
No more than three (3) Transfer Notices shall be delivered to any ROFO Purchaser during any one-hundred and eighty (180) day period.