ROFO Procedures Clause Samples
The ROFO (Right of First Offer) Procedures clause establishes a process by which a party, typically a shareholder or partner, must first offer their interest or asset to a specified party before seeking third-party buyers. In practice, this means that if an owner wishes to sell their stake, they must notify the other party and give them the opportunity to negotiate a purchase before the asset is marketed elsewhere. This clause ensures that existing stakeholders have the first chance to acquire interests, thereby maintaining control within the current group and preventing unwanted third-party involvement.
ROFO Procedures. The following sets forth the procedure for Noble and NBL Midstream to undertake to honor the right of first offer on the ROFO Equity. The actions described herein shall be taken by Noble or NBL Midstream, or Noble shall cause the applicable Noble Energy Group Member to take such actions required by this Section 4.4.
(a) If NBL Midstream proposes to Transfer all or any part of any ROFO Equity (other than to a Noble Energy Group member in accordance with Section 4.3(a)) prior to the Rights Termination Date (a “Proposed ROFO Transaction”), NBL Midstream shall, prior to entering into any such Proposed ROFO Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed ROFO Transaction. The ROFO Notice shall include any material terms, conditions and details that would be necessary for the Partnership to make a responsive offer to enter into the Proposed ROFO Transaction with NBL Midstream, which terms, conditions and details shall at a minimum include any terms, conditions or details that NBL Midstream would propose to provide to non-Affiliates in connection with the Proposed ROFO Transaction. If the Partnership determines to purchase the ROFO Equity, the Partnership shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed ROFO Transaction with NBL Midstream (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Equity and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed ROFO Transaction. If no ROFO Response is delivered by the Partnership within such 60-day period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Equity subject to Section 4.3.
(b) Unless the ROFO Response is rejected pursuant to written notice delivered by NBL Midstream to the Partnership within 60 days of the delivery to NBL Midstream of the ROFO Response, such ROFO Response shall be deemed to have been accepted by NBL Midstream, and NBL Midstream shall enter into a definitive agreement with the Partnership providing for the consummation of the Proposed ROFO Transaction upon the terms set forth in the ROFO Response. Unless NBL Midstream and the Partnership otherwise agree, the terms of the definitive agreement will include the following:
(i) the P...
ROFO Procedures. The following sets forth the procedure for Noble and the applicable Noble Energy Group Member to undertake to honor the right of first offer on the ROFO Equity. Noble’s actions described in this Section 4.4 shall be taken by Noble, or Noble shall cause the applicable Noble Energy Group Member to take such actions.
(a) If the applicable Noble Energy Group Member proposes to Transfer all or any part of any ROFO Equity to a Third Party prior to the Rights Termination Date (a “Proposed ROFO Transaction”), the applicable Noble Energy Group Member shall, prior to entering into any such Proposed ROFO Transaction, first give notice in writing to the Partnership (the
ROFO Procedures. (a) As used herein, the term “ROFO Procedures” shall mean the procedures set forth in this Section 2.7.
ROFO Procedures. The Initiating Seller (the “ROFO Transferring Party”) shall first offer the Common Units it intends to Transfer (the “ROFO Units”) to Island Member or NSAM Member, as applicable (the “ROFO Member”), by providing a written notice to the ROFO Member indicating the ROFO Transferring Party’s intention of initiating a Company Sale, the offering price, which must be in United States dollars (the “ROFO Offer Price”), and the terms and conditions on which the ROFO Units are offered for Transfer (such notice, a “ROFO Notice”).