Exercise of ROFO. (i) Within five (5) days after the delivery of the ROFO Notice to AHL (the “Initial ROFO Period”), AHL shall have the right and option, but not the obligation, to deliver a written notice offering to purchase the Class A Shares subject to such ROFO Notice (the “ROFO Offer Notice”), which ROFO Offer Notice shall set forth the material terms and conditions of the proposed ROFO Transaction (including (i) the proposed price per Class A Share and the form of consideration, if other than cash and (iii) the proposed terms and conditions of payment). If AHL delivers a ROFO Offer Notice in accordance with this Section 2.4(b) and the ROFO Offeror wishes to accept the offer in such ROFO Offer Notice, AHL and the ROFO Offeror shall negotiate in good faith to enter into definitive documentation with respect to such ROFO Transaction within five (5) days (the “ROFO Negotiation Period”) of the date of the ROFO Offer Notice. If the ROFO Offer Notice is given to the ROFO Offeror but the ROFO Offeror does not wish to accept the offer in such ROFO Offer Notice or AHL (or its designated Affiliate(s)) and the ROFO Offeror fail to enter into definitive documentation with respect to the ROFO Transaction prior to the expiration of the ROFO Negotiation Period, the ROFO Offeror shall be permitted to enter into and consummate a ROFO Transaction with one or more transferees on terms and conditions substantially similar to (and in no event more favorable to the transferee than) the terms and conditions set forth in the ROFO Offer Notice, so long as the ROFO Offeror has complied with the other provisions of this Agreement.
(ii) If a ROFO Notice is given to AHL, and during the Initial ROFO Period, AHL does not deliver a ROFO Offer Notice in accordance with this Section 2.4(b), the ROFO Offeror shall be free, upon the expiration of the Initial ROFO Period, to enter into and consummate a ROFO Transaction with one or more transferees, so long as the ROFO Offeror has complied with the other provisions of this Agreement.
(iii) If, at the end of the ninety (90) day period following the end of the ROFO Negotiation Period (or, if no ROFO Offer Notice was delivered by AHL pursuant to this Section 2.4, the end of the Initial ROFO Period) with respect to a ROFO Notice delivered to AHL pursuant to this Section 2.4 that did not result in a transaction being consummated between AHL and the ROFO Offeror, the ROFO Offeror has not consummated the applicable ROFO Transaction, then such ROFO Transaction sh...
Exercise of ROFO. The ROFO may be exercised only with respect to: (i) a ROFO Space that has been previously leased and becomes available during the ROFO Period following expiration or other termination of such previous lease with respect to such ROFO Space, and (ii) all of the ROFO Space offered by Landlord pursuant to a particular Landlord’s Offer Notice (as hereafter defined). If any ROFO Space becomes available during the ROFO Period, then Landlord shall give Tenant a written notice (“Landlord’s Offer Notice”) offering to lease such ROFO Space to Tenant at the same rent and on the same terms that Landlord intends to offer to other prospective tenants. Tenant shall have 15 days following receipt of Landlord’s Offer Notice with respect to such ROFO Space within which to notify Landlord in writing of its intention to lease such ROFO Space, and such notice, if given by Tenant, shall constitute an acceptance of Landlord’s terms for the lease of such ROFO Space. If Tenant fails to exercise the ROFO within such 15-day period, then the ROFO shall forever lapse with respect to such ROFO Space (subject to Landlord’s obligation, as provided in the last sentence of this Section 10(b), to re-offer the ROFO Space to Tenant if Landlord fails to lease such ROFO Space to a third party on the terms set forth in Landlord’s Offer Notice within 120 days after the end of the 15-day
Exercise of ROFO. Tenant will have ten (10) days after receipt of a complete and correct copy of the ROFO Purchase Notice (the “ROFO Exercise Period”) to exercise its irrevocable ROFO to purchase the Offered Property for the economic terms set forth in the ROFO Purchase Notice, after which time the parties shall promptly negotiate and execute a contract for the purchase the Offered Property. If Tenant elects not to, or fails to timely, exercise its ROFO, then (a) in the Take to Market scenario, Landlord will be free to take the Offered Property to market for sale for any purchase price that is not more than ten percent (10%) lower than the purchase price set forth in the ROFO Purchase Notice; and (b) in the Unsolicited Offer scenario, Landlord will be free to sell the Offered Property to the Unsolicited Offeror (or its affiliate) for any purchase price that is not more than ten percent (10%) lower than the purchase price set forth in the ROFO Purchase Notice, and in either event, any such sale will otherwise be on terms and conditions materially similar to those set forth in the ROFO Purchase Notice.
Exercise of ROFO. Buyer and Seller hereby acknowledge and agree that Seller has provided a ROFO Notice (as defined in the 39 MW PPA) to Buyer and Buyer has exercised its ROFO rights under the 39 MW PPA. Buyer hereby agrees that if this Agreement terminates pursuant to Article 8 (other than as a result of termination by Buyer pursuant to Section 8.1.3 (with respect to conditions within the control of Seller) or Section 8.1.7), then the ROFO shall terminate with respect to the transactions contemplated by the Transaction Documents and Seller may close on the sale of the Target Interests at any time not more than 12 months thereafter for a purchase price at or above $143 million and on terms no less favorable to Seller without regard to the identity of the buyer; provided, that if Seller terminates this Agreement pursuant to Section 8.1.4, solely due to the failure of a Final FERC 203 Order to be issued prior to the Outside Date, the ROFO shall not terminate with respect to any potential buyer who was, or was an Affiliate of, an intervenor with respect to the FERC 203 application. [Signature pages follow.]
Exercise of ROFO. Upon exercise of the ROFO by Global BVI in accordance with the terms of the Timok JV Agreement, Global BVI will acquire sole direct or indirect legal and beneficial ownership of all right, title and interest in and to the Target JV Interest, free and clear of all Liens other than Permitted Liens, subject only to the terms of the Timok JV Agreement and the terms of the Freeport Purchase Documents.
Exercise of ROFO. The Borrower shall deliver the ROFO Notice to Freeport in compliance with the Timok JV Agreement, on or before May 3, 2016 and shall use its reasonable best efforts to complete the Acquisition on or before May 10, 2016 or such earlier time as may be required under the terms of the Timok JV.
Exercise of ROFO. (i) For forty-five (45) days after receipt of such Transferring Member Notice pursuant to Section 9.3(b) (the “ROFO Notice Period”), each Non-Transferring Member shall have the right, but not the obligation, to deliver a written notice to the Transferring Member (a “
Exercise of ROFO. Upon Landlord’s receipt of a Space Offer, Landlord shall deliver Tenant written notice thereof (an “ROFO Notice”) and, if the Space Offer is received after the twelfth (12th) complete calendar month from the Early Occupancy Date, such notice shall include a summary of the terms of the Space Offer including, without limitation, a description of the Subject ROFO Space (such to include the Net Rentable Area thereof), the required rental, lease concessions or rental abatements and improvement allowances. Any ROFO Notice relating to a Space Offer received during the twelve (12) complete calendar months period calculated from the Early Occupancy Date shall not be required to include the terms of the Space Offer but shall include only a description of the Subject ROFO Space (such to include the Net Rentable Area thereof). Tenant shall have five (5) business days from its receipt of an ROFO Notice (the “ROFO Exercise Period”) to deliver written notice to Landlord of Tenant’s unconditional and irrevocable election to exercise the ROFO with respect to the Subject ROFO Space (an “Exercise Notice”), time being of the essence.
Exercise of ROFO. Tenant shall exercise the ROFO by giving Landlord a written notice thereof within ten (10) days after the date Landlord gives Landlord’s ROFO Notice to Tenant. Concurrently with such notice, Tenant shall submit to Landlord Tenant’s most recent Financial Statements. Based on Landlord’s review of such Financial Statements, Landlord may give Tenant a written notice requiring Tenant to increase the amount of the Security Deposit, in which event Tenant shall deposit the additional Security Deposit with Landlord within twenty (20) days after its receipt of Landlord’s notice.
Exercise of ROFO. Upon receipt of the ROFO Notice, the Receiving Member shall have the right to purchase all, but not less than all, of the ROFO Interests proposed to be so transferred by the Formation Member on the terms set forth in the ROFO Notice (the “ROFO Right”), which right may only be exercised with respect to all of the ROFO Interests being offered pursuant to the ROFO Notice, exercisable by: (i) delivering Notice thereof to the Formation Member (the “ROFO Election Notice”) within thirty (30) days after receipt of the ROFO Notice; and (ii) closing the purchase of such ROFO Interests within ninety (90) days after delivery of the ROFO Election Notice to the Formation Member (the “ROFO Closing”), subject to receipt of applicable regulatory approvals, if any. If the Receiving Member validly and timely delivers a ROFO Election Notice, the closing of the purchase of such ROFO Interests shall be on
