ROFR Sample Clauses
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. 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. With respect to certain of the Site, the Tenant has a right of first refusal, right of first offer or similar right to purchase a Site that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (a “ROFR”, and each Tenant with a ROFR, a “ROFR Tenant”, and each Site that is subject to a ROFR, a “ROFR Site”). Any obligations of Seller under this Agreement to sell any ROFR Site are subject to the rights of the related ROFR Tenant with respect to such ROFR Site, 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 Xxxxxx’s contractual rights. If not delivered prior to the execution of this Agreement, then not later than ten (10) 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). If any such ROFR Tenant timely and properly exercises its ROFR with respect to a ROFR Site, such ROFR 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 ROFR 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. Notwithstanding anything herein to the contrary, in the event a ROFR Tenant exercises an applicable ROFR with respect to the corresponding ROFR Site(s), Seller shall reimburse Buyer for its actual and reasonable out of pocket costs incurred by Buyer pertaining to such ROFR Excluded Site(s), as reasonably documented by Buyer to Seller, in an amount not to exceed Twenty Thousand and No/100 Dollars ($20,000.00), and Buyer shall make reasonable efforts, at no additional material cost to Buyer to have the completed reports for such ROFR Excluded Sites certified to the respective Tenant ex...
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 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. (i) If any Party receives an unsolicited offer (other than an offer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g)) from a non-Affiliated third-Person to Transfer all or part of its Ownership Interests, the Transferring Party may make such Transfer only if it has complied with the provisions of this Section 15.02 and such Transfer is made in accordance with the other Transmission Use and Capacity Exchange Agreement requirements of this Article XV. Prior to making such Transfer, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a), (f) or (g)) of the proposed transaction (the “ROFR Offer Notice”), which notice shall fully disclose (A) the terms of the proposed transaction, (B) the Ownership Interests subject to the ROFR Offer Notice (the “ROFR Offered Interest”), (C) the identity of the proposed transferee and (D) the date on which the offer shall expire if not accepted, which shall be at least thirty (30) days after each other Party has received the ROFR Offer Notice (the “ROFR Offer Deadline”).
(ii) Upon receipt of a ROFR Offer Notice, any Party receiving such notice shall have a right to acquire all (but not less than all) of the ROFR Offered Interest, upon the same terms and conditions that are set forth in the ROFR Offer Notice, by giving written notice to the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ROFR Return Notice”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance with the provisions of Section 15.01, Sections 15.02(a) and (d) and Section 15.04, the ROFR Offered Interest may be thereafter Transferred to the non-Affiliated third-Person as long as the terms of such Transfer are the same as, or more favorable to the Transferring Party than, those described in the ROFR Offer Notice.
ROFR. (a) During the Purchase Rights Term, the General Partner shall notify the Housing Authority Limited Partner promptly after the Partnership receives a bona fide offer from any third party to purchase the Project that the Partnership is willing to accept (“Purchase Offer”). Within sixty days of receiving notice of the Purchase Offer, the Housing Authority Limited Partner may give notice to the Partnership that the Housing Authority Limited Partner intends to exercise the ROFR (“ROFR Notice”). The ROFR Notice must (i) indicate the Housing Authority Limited Partner intends to purchase the Project; and (ii) set forth the proposed ROFR Price (defined below). The closing of the purchase must occur at least thirty and not more than one hundred twenty days from the date the Housing Authority Limited Partner delivers the ROFR Notice to the Partnership. To exercise the ROFR, the Housing Authority Limited Partner must agree to continue to operate the Project for low-income housing subject to restricted rents for the duration of Compliance Period and any affordability covenants recorded against the Project.
(b) The purchase price under the ROFR (“ROFR Price”) will equal the greater of: (A) $100 or (B) the sum of (i) the principal amount of all outstanding indebtedness secured by the Project (including any accrued interest, prepayment penalty, or other amounts required by any mortgage lender, whether or not such amounts are due on sale); plus (ii) any amounts owed to the Investor Limited Partner; plus (iii) an amount sufficient to enable the Partnership to distribute cash to the Partners pursuant to the liquidation provisions of the Partnership Agreement equal to all federal, state, and local taxes of the Partnership and its Partners attributable to such sale with such taxes calculated in accordance with IRC Section 42(i)(7), assuming that each Partner has an effective combined federal, state, and local income tax rate equal to the maximum of rate in effect on the date of closing.
(c) The General Partner shall provide reasonable assistance to the Housing Authority Limited Partner to determine the ROFR Price. If the General Partner and Investor Limited Partner (if then a partner in the Partnership) disagree about the calculation of the ROFR Price proposed by the Housing Authority Limited Partner, the parties shall work in good faith with the Housing Authority Limited Partner and the Accountants (defined in the Partnership Agreement) to agree on a ROFR Price. The Housing ...
ROFR. Upon the full execution of this Second Amendment, the provisions of Section 35.A. of the Lease shall apply only to the Fifth Office Increment, provided, however, if a Third Party leases all or any portion of the Fifth Office Increment for a lease term longer than five (5) calendar years, the provisions of Section 35.A shall no longer apply to the Fifth Office Increment.
ROFR. The ROFR Waiver executed by Ground Lessor and Las Xxxxxxx Hospital, a California corporation, or the ROFR Affidavit executed by Seller.