ROFO Purchaser definition

ROFO Purchaser means, with respect to any ROFO Sale, any Person that is not an Affiliate of any Initiating ROFO Seller in such ROFO Sale.
ROFO Purchaser has the meaning set forth in Section 4.1.2.
ROFO Purchaser has the meaning provided in Section 8(c).

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.

  • On average most outlets make between 2 and 3 pence per litre of petrol.

  • 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.


More Definitions of ROFO Purchaser

ROFO Purchaser is defined in Section 11.5.
ROFO Purchaser has the meaning given to it in paragraph 1 of Schedule 8 (ROFO Process);
ROFO Purchaser has the meaning set forth in Section 3.3(a).
ROFO Purchaser means if the ROFO Seller is (i) a Gxxxxx Party or Gxxxxx Parties, the Trawlers Parties’ Representative or (ii) a Trawlers Party or Trawlers Parties, the Gxxxxx Parties’ Majority.

Related to ROFO Purchaser

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

  • 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.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

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

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

  • Purchaser means the organization purchasing the goods.

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

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

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

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

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

  • 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.

  • Substitute Purchaser is defined in Section 21.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

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

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

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

  • ROFO Notice is defined in Section 6.2(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.

  • Eligible Purchaser means a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein.

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

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

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

  • Selling Party has the meaning set forth in the definition of “Net Sales.”