ROFO Opportunity Clause Samples

ROFO Opportunity. After August 5, 2023 and through and until the first (1st) anniversary of any termination of this Agreement, neither Manager nor any of its Affiliates, nor any principal, director or member of Manager or any of its Affiliates (or any entity in which any such individuals owns or holds any direct or indirect beneficial, management or ownership interest (any such person or entity, a “Manager Restricted Party”)) will prepare cuisine similar to the Existing Recipes at, or open, own, operate, franchise, manage, lease, license, consult with, participate in, or have any financial interest (in excess of a five percent (5.0%) ownership interest) in any full service restaurant, hotel bar, hotel select service restaurant, or other food and beverage facility at a hotel within the Area of Protection, unless Manager has complied with this Section 2.6.2 below and Owner has made an Investment Election pursuant to Section 2.6.2(b)(ii) (a transaction to which this Section 2.6.2 applies, a “ROFO Opportunity”). (a) Manager shall deliver to Owner in writing the material terms of any ROFO Opportunity which a Manager Restricted Party is interested in pursuing, with such detail and specificity as the Manager Restricted Parties customarily include in an investment proposal for consideration by institutional real estate investors (an “Investment Notice”) and such Investment Notice need only contain such information regarding the ROFO Opportunity that shall then be in the Manager Restricted Parties’ possession and shall offer Owner or its Affiliates (the “Owner ROFO Parties”, each an “Owner ROFO Party”) the right to negotiate to fund all of the third party equity capital set forth in the Investment Notice with respect to the ROFO Opportunity, prior to giving the same such opportunity to any third party investor. (b) The Owner ROFO Parties shall have a period of twenty (20) business days following the date of receipt of the Investment Notice to conduct such due diligence and perform such analysis as they deem necessary to evaluate the ROFO Opportunity (the “Due Diligence Period”). At any time within such Due Diligence Period, the Owner ROFO Parties shall have the right, exercisable by delivery of written notice to Manager (an “Investment Election”) to either (i) reject the ROFO Opportunity (an “Investment Rejection”), or (ii) agree to participate in the ROFO Opportunity and specify the general terms of a transaction in connection therewith. In the event of an Investment Rejection or a...