ROFR Transferee definition

ROFR Transferee shall have the meaning set forth in Section 4(a) hereof.
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ROFR Transferee has the meaning ascribed to it in Clause 8.2.1;
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ROFR Transferee means any Person that Holdco Inc. reasonably believes (i) does not satisfy the due diligence requirements of the Company’s Ethics and Compliance Program, (ii) will have a significant negative reputational effect on the Company or its Subsidiaries in the relevant markets as a Beneficial Owner of Shares or (iii) is a competitor of Holdco Inc. or its U.S. Affiliates; provided that, with respect to clauses (ii) and (iii), in no event shall a U.S. or Canadian institutional investor, including any such pension fund, be deemed to be ROFR Transferee.
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Examples of ROFR Transferee in a sentence

  • At any time within twenty (20) days after the date of the receipt by the Company of the ROFR Notice, the Company shall have the right and option to purchase, or to arrange for a subsidiary, third party or Affiliate to purchase, all (but not less than all) of the shares of Stock proposed to be transferred to a ROFR Transferee, pursuant to Section 4(b).

  • At any time within twenty (20) days after the date of the receipt by the Company of the ROFR Notice, the Company shall have the right and option to purchase, or to arrange for a Subsidiary, third party or Affiliate to purchase, all (but not less than all) of the shares of Stock proposed to be transferred to a ROFR Transferee, pursuant to Section 4(b).

  • No extras will be authorized because of the Contractor ‘s failure to include work called for in the Addenda in his/her bid.

  • The GA (2004) user guide states that coastline data represent the position of Mean High Water (MHW), the seaward edge of coastal mangroves, inlet closing lines and those parts of the coastline that are otherwise ill‐defined.

  • If the non-selling Member has waived or failed to timely exercise its Right of First Refusal under this Section 11.3 with respect to all of the Offered Interest, then, subject to any other rights contained in this Agreement, the selling Member may Dispose of all of the Offered Interest to the ROFR Transferee, such Disposition to be made only in strict accordance with the terms stated in the Transfer Notice.

  • If the Offered Interest is Disposed of to a ROFR Transferee in accordance herewith, then the selling Member and ROFR Transferee shall, as conditions precedent to such Dispositions, comply with the requirements set forth in Section 11.4, whereupon the ROFR Transferee shall be a Member of the Company.

  • Such Proposed ROFR Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed ROFR Transfer, the identity of the Prospective ROFR Transferee and the intended date of the consummation of the Proposed ROFR Transfer.

  • In HB 4315, the decision-making process is expanded to the affected community, stakeholders, and local government units through the creation of Multi-sectoral Mineral Councils (MSMCs) responsible for the approval and monitoring of mineral agreements.

  • If the non-selling Member does not timely exercise its rights under this Section 11.3B with respect to all of the Offered Interests, then the selling Member may Dispose of all of the Offered Interest to the designated ROFR Transferee in accordance with Section 11.4.

Related to ROFR Transferee

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

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

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

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

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

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

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

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

  • 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.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

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

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

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

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

  • 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.

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

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

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

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

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

  • Transferee Letter Defined in Section 13.16.