ROFR. At any time while the Note is outstanding, the Company desires to borrow funds, raise additional capital and/or issue additional promissory notes convertible into shares of securities of the Company (a “Prospective Financing”), the Purchaser shall have the right of first refusal to participate in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing (the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including, but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable. Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business days after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding anything contained herein, the Company shall not furnish any material non-public information concerning the Company without the Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing. Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed 4.9% of the outstanding shares of Common Stock (or 9.99% of the total issued Common Stock of the Co...
ROFR. Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It...
ROFR. If, at any time following the Effective Time, SpinCo or any of its Affiliates (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer.
(i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period (the “Election Notice”).
(ii) In the event that (x) Parent has delivered the Election Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within twenty (20) days of delivery of the Election Notice, each select an appraisal firm that has experience in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree on the third appraisal firm within...
ROFR. During the Term, on a New OTC Product-by-New OTC Product basis, Sensory Cloud shall have a right of first refusal with respect to the research, development or commercialization of any New OTC Product (the “ROFR”). Accordingly, pursuant to such ROFR, prior to Pulmatrix either (i) becoming bound by or a party to any bona fide term sheet, letter of intent, or other document that has been negotiated in good faith by Pulmatrix with a Third Party pursuant to which Pulmatrix proposes to assign, license, or otherwise grant or transfer any rights to a Third Party to develop or commercialize any New OTC Product (a “Third Party Agreement”) or (ii) making any filing in connection with a Marketing Application for any New OTC Product, Pulmatrix shall provide written notice to Sensory Cloud, including a description of the New OTC Product and, if applicable, detailed terms of the proposed Third Party Agreement (each, a “ROFR Notice”) to enable Sensory Cloud to fully exercise its rights under this Section 3.5. Upon receipt of a ROFR Notice, Sensory Cloud shall have [***] days to consider entering into a transaction with Pulmatrix (on substantially the same terms as the Third Party Agreement, if applicable), and within such [***] day-period, Sensory Cloud shall provide to Pulmatrix a written response (the “ROFR Response”) either electing to pursue such transaction or electing to not pursue such transaction. If Sensory Cloud elects to pursue such a transaction, then the Parties shall thereafter proceed to negotiate in good faith and finalize a definitive agreement with respect to such transaction, but in any event, within [***] days of delivery of Sensory Cloud’s ROFR Response. If Sensory Cloud does not deliver a ROFR Response indicating its desire to pursue such transaction within such [***]-day-period or, if applicable, the parties do not enter into a definitive agreement with respect to such transaction within such [***] day period, Pulmatrix shall be free for a period of [***] days thereafter to consummate the Third Party Agreement on substantially the same terms described in its ROFR Notice or proceed with the development or commercialization of such New OTC Product, as applicable. If Pulmatrix does not consummate such Third Party Agreement on such terms or does not proceed with the development or commercialization of a New OTC Product, as applicable, within such [***] day period, then Pulmatrix shall be required to comply with the procedures of the ROFR again if it des...
ROFR. Except where such violation could not reasonably be expected to have a Material Adverse Effect, perform and observe all the terms and provisions of each ROFR to be performed or observed by it; enforce each such Repurchase Option and ROFR in accordance with its terms; refrain from taking any action (or permitting any action to be taken) that would trigger any ROFR unless a waiver, release or similar dispensation is obtained; and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent to the extent that such action is reasonably necessary to cause the applicable Loan Party or Restricted Subsidiary to be in compliance with any applicable Repurchase Option or ROFR. It is agreed that any request for a waiver or release of any applicable Repurchase Option or ROFR or ROFR Statute shall not be deemed to violate this Section 6.16.
ROFR. One of the following shall have occurred: (i) Alltel shall have waived in writing its right to exercise its ROFR, (ii) Alltel shall have notified Seller in writing that it has elected not to exercise its ROFR (or that it is withdrawing a previous exercise of its ROFR and is electing instead not to exercise its ROFR), (iii) Alltel shall have failed to exercise its ROFR within 40 days after its receipt of the ROFR Notice from Seller, or (iv) all of the following shall have occurred: (A) Alltel shall have validly exercised its ROFR, (B) Alltel and Buyer shall have executed the GP Designation Agreement and delivered it to the Partnership, (C) Alltel and Seller shall have entered into a partnership interest purchase agreement, on substantially the same terms as this Agreement, with respect to Alltel's purchase of a 17% interest in the Partnership from Seller (the "Alltel Purchase Agreement"), and (D) the closing of the transaction contemplated by the Alltel Purchase Agreement shall have taken place contemporaneously with the Closing.
ROFR. Each ROFR will have expired under the terms of the applicable Contract or the ROFR Holder will have waived its ROFR in writing prior to the ROFR’s expiry; provided that if a ROFR Holder exercises a ROFR the Seller Majority may not terminate this Agreement except in accordance with Section 8.01(d).
ROFR. As of the date hereof, the defined term “ROFR Space” shall mean the seventh (7th) or twelfth (12th) floors of the Building only, and such ROFR Space shall be governed by Section 29.33 of the Original Lease.
ROFR. In the event UGAAA contemplates entering into an agreement for substantially the same Services as described in this Agreement with a third party during the Term, UGAAA grants to Xxxxxx the right of first refusal (the “ROFR”) for UGAAA’s investment in any such third-party agreement. UGAAA shall grant Xxxxxx the ROFR on the same terms and conditions offered by the third party. Xxxxxx’s right to exercise the ROFR will be (15) business days upon written notice from UGAAA of such third-party offer.
ROFR. In the event the Secured Parties seek to foreclose on any equity interest in D1A, Soluna SLC Fund I Projects Holdco LLC, a Delaware limited liability company, or an affiliate (“Spring Lane”) will be provided one time option to purchase for cash, whatever equity interests are being foreclosed upon at a price and upon terms that are commercially reasonable. If Spring Lane shall fail to accept the offer within 10 days after it being made or close within 30 days after it being made, the Secured Parties shall have no further obligation to Spring Lane.
