ROFR Purchaser definition

ROFR Purchaser is defined in Section 10.07.
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ROFR Purchaser has the meaning set forth in Section 3.9(c).
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ROFR Purchaser means (i) from the date hereof until the day immediately before the Investor ROFR Early Termination Date, any or all of the Investor and its designees and permitted transferees or assigns and (ii) at any time thereafter, the Company and its permitted assigns; provided, that, for all purposes hereunder, in the event that any Specified Holder proposes to effect any Registered Transfer or Unregistered Transfer that would cause the Specified Holders and their Affiliates collectively cease to Beneficially Own at least 50.1% of the total voting power of the Voting Stock of the Company, (x) the Investor shall be deemed to be the ROFR Purchaser with respect to the portion of the Subject Securities proposed to be transferred in connection therewith the Transfer of which would result in the Specified Holders and their Affiliates Beneficially Owning exactly 50.1% of the total voting power of the Voting Stock of the Company and (y) the Company shall be deemed to be the ROFR Purchaser with respect to the remaining Subject Securities proposed to be transferred after taking into account the Subject Securities covered by the foregoing clause (x), and all references to the ROFR Purchaser under this Agreement, including Section 2, shall be deemed to refer to each of such parties, as applicable.
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Examples of 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.

  • It is agreed that the Transfer of ROFR Shares to the Proposed Transferee in pursuance to this clause shall be consummated within a period of 60 (sixty) days from the refusal or non Exercise of ROFR by the ROFR Purchaser, failing which the Eligible Employees shall be required to comply with the provisions of this clause again.

  • In the event the ROFR Purchaser fails to exercise the ROFR or refuses to exercise ROFR, then the Eligible Employees shall have the right to transfer the ROFR Shares only to the Proposed Transferee and provided that such Proposed Transferee is not a competitor, at the ROFR Price or price higher than the ROFR Price and on the ROFR Terms or terms better than the ROFR Terms.

  • In the event the ROFR Price and ROFR Terms are acceptable to the ROFR Purchaser, then the ROFR Purchaser shall within a period of 30 (thirty) days from the date of ROFR Notice, send an acceptance of ROFR Price and ROFR Terms to the Eligible Employees in writing (“ Acceptance Notice”).

  • For the purpose of the ROFR, the Eligible Employee shall send a written notice (“ ROFR Notice”) to the ROFR Purchaser.

  • Pursuant to the ROFR, the ROFR Purchaser shall have the right but no obligation to purchase up to all of the ROFR Shares from the Eligible Employee.

  • Within 60 (sixty) days from the date of Acceptance Notice, the Eligible Employees shall sell and the ROFR Purchaser or any other person nominated by the Promoter(s), shall purchase upto all of the ROFR Shares, at the ROFR Price and the ROFR Terms, free from all encumbrances.

  • The aggregate ROFR Price for ROFR Shares shall be remitted by the ROFR Purchaser or by such person nominated by the Promoter(s) to the Eligible Employees and the Eligible Employee shall transfer the ROFR Shares to the ROFR Purchaser or to such person nominated by the Promoter(s) for the said consideration.


More Definitions of ROFR Purchaser

ROFR Purchaser is defined in Section 8.3(b).
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ROFR Purchaser means a Purchaser who is a ROFR Holder that enters into this Agreement pursuant to the ROFR.
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Related to ROFR Purchaser

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

  • Other Purchasers is defined in Section 2.

  • 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.

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

  • Purchaser means the organization purchasing the goods.

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

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • Investor is defined in the preamble to this Agreement.

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

  • 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.

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

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

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

  • Power Purchase Agreement or "PPA"" shall mean this Power Purchase Agreement including its recitals and Schedules, amended or modified from time to time in accordance with the terms hereof.

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

  • 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.

  • 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;

  • Anchor Investor means a Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Xxxxxxx Prospectus and who has Bid for an amount of at least ₹100 million.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

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

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

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Defaulting Purchaser means, subject to Section 2.11(c), any Purchaser that (a) has failed to (i) fund all or any portion of such Purchaser’s Pro Rata Share of any Payment Amount by the time such amount was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the Seller Representative in writing that such failure is the result of such Purchaser’s good faith determination that one or more of the conditions precedent to funding (specifically identified in writing and including the particular default if any) has not been satisfied, or (ii) pay to the Administrative Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when such payment is due, (b) has notified the Seller Representative, any Seller, the Administrative Agent, or any Purchaser in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Seller Representative, to confirm in writing to the Administrative Agent and the Seller Representative that it will comply with its prospective funding obligations hereunder (provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Seller Representative) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser (subject to Section 2.11(c)) upon delivery of written notice of such determination to the Seller Representative and each Purchaser.