Applicable ROFR Rightholders definition

Applicable ROFR Rightholders has the meaning set forth in Section 4.03(a).
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Applicable ROFR Rightholders has the meaning set forth in Section 9.03(a)(ii).
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of the Offered Units, all Members other than Calavo and the Offering Member holding Units, and the term “Offering Member” shall exclude Calavo. In the event that Impermanence receives a bona fide offer that Impermanence desires to accept to Transfer a majority of the ownership interests of Impermanence (“Impermanence Interests”), so long as Impermanence owns Units, the term (as used in this Section 11.2) (i) “Offered Units” shall be deemed to refer to Impermanence Interests, and (ii) “Units” shall refer to Impermanence Interests when the context requires; provided, however, that notwithstanding anything to the contrary contained herein, the right of first refusal provided under this Section 11.2 as to Impermanence Units shall extend solely to the Applicable ROFR Rightholders (and not to the Company) and the following provisions of this Section 11.2 shall be interpreted accordingly.
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Examples of Applicable ROFR Rightholders in a sentence

  • Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, first, and each ROFR Rightholder other than the Offering Stockholder (the "Applicable ROFR Rightholders"), second, all in accordance with the following provisions of this Section 3.03, prior to Transferring such Offered Stock to the Prospective Transferee.

  • Each time the Offering Member receives an offer or in connection with an Involuntary Transfer for a Transfer of any of its Units (or applicable Unit Equivalents) (other than Transfers that (i) are permitted by Section 10.02), the Offering Member shall first make an offering of the Offered Units to the Applicable ROFR Rightholders, in accordance with the following provisions of this Section 10.03, prior to Transferring such Offered Units to the proposed purchaser or transferee.

  • Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section X.3(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightholders.

  • Notwithstanding the foregoing, the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all of the Offered Units will be purchased by the Applicable ROFR Rightholders.

  • Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Stock if, after giving effect to all elections made under this Section 3.03(d), no less than all of each class or series of Offered Stock will be purchased by the Company and/or the Applicable ROFR Rightholders.

  • In the event that the Applicable ROFR Rightholders shall have exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Applicable ROFR Rightholders, and the ROFR Rightholders shall purchase such Offered Units, within sixty (60) days following the expiration of the Option Period.


More Definitions of Applicable ROFR Rightholders

Applicable ROFR Rightholders means all Members other than the Offering Member holding Class A Preferred Units or Class A Common Units (as applicable).
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of Preferred Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Preferred Units (or applicable Unit Equivalents), and in the case of a proposed Transfer of Common Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Common Units (or applicable Unit Equivalents); provided, that in the case of the Sponsor, in each case, Applicable ROFR Rightholder shall include the Sponsor and each of its Affiliates (including funds and other investment vehicles that have affiliated but not identical managing members or general partners).
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Applicable ROFR Rightholders has the meaning set forth in Section 11.2(a). “Approved Sale” has the meaning set forth in Section 11.3(a).
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Applicable ROFR Rightholders has the meaning set forth in Section 3.03(a). "Bankrupt Stockholder" means (except to the extent the Stockholders holding a majority of the issued and outstanding Shares held by all the Stockholders at such time consent otherwise) any Stockholder (a) that (i) makes an assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for the Stockholder a reorganization, arrangement, composition, readjustment, liquidation, dissolution, termination, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Stockholder in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Stockholder's or of all or any substantial part of the Stockholder's properties; or (b) against which a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without the Stockholder's consent or acquiescence, a trustee, receiver, or liquidator of the Stockholder or of all or any substantial part of the Stockholder's properties has been appointed and ninety (90) days have expired without the appointment's having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
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Applicable ROFR Rightholders means, in the case of a proposed Transfer of Units, all Members other than the Offering Member holding Units, and the term “Offering Member” shall exclude Calavo.
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Applicable ROFR Rightholders means the Member(s) other than the Offering Member.
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Related to Applicable ROFR Rightholders

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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.

  • 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.

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

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

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

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

  • 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.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • ROFO Notice is defined in Section 6.2(a).

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

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • First Offer Period has the meaning set forth in Section 13.5.

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

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

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

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

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

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

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

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.