ROFR Notice Clause Samples

ROFR Notice. Before entering into or committing to enter into an Alternative Agreement, Regal shall present to LLC notice (the “ROFR Notice”) containing a summary of all material terms and conditions of the proposed Alternative Agreement. The ROFR Notice shall state that Regal intends to enter into the Alternative Agreement and shall certify that there are no other direct or indirect arrangements or understandings with respect to the provision of the Designated Services that have not been disclosed to LLC.

ROFR Notice. If, with regard to any Development Agreement or Franchise Agreement under which grants AFC or any Company a right of first refusal, AFC or any Company receives notice from a Franchisee with a proposed assignment or transfer of its rights under its Development Agreement and/or Franchise Agreement(s), AFC will forward such notice to Purchaser, and AFC may, in its sole discretion, after consultation with Purchaser exercise such right of first refusal (and in the event AFC obtains the prior written consent of Purchaser to any such acquisition, such acquisition shall be at the expense of Purchaser if the Closing occurs).

ROFR Notice. The ROFR Notice will specify (a) the amount of any payment(s) due but unpaid by Borrower under the Loan Documents (the “Delinquent Amount”), (b) the number of Pledged Shares determined by Lender in its reasonable judgment to be sufficient to pay the Delinquent Amount and to cause Borrower to come into full compliance with all of its obligations under the Loan Documents (the “Margin Call Shares”), and (c) the Margin Call Price. The ROFR Notice will constitute a binding, irrevocable offer by Borrower to sell to Rush the Margin Call Shares at the Margin Call Price, and by its signature below Borrower hereby agrees and acknowledges that any Delinquent Amount to be paid by ▇▇▇▇ in exchange for such Margin Call Shares shall be paid directly to Lender via Lender’s account identified on Schedule A hereto.

ROFR Notice. Before entering into or committing to enter into an Alternative Agreement, AMC shall present to LLC notice (the “ROFR Notice”) containing a summary of all material terms and conditions of the proposed Alternative Agreement. The ROFR Notice shall state that AMC intends to enter into the Alternative Agreement and shall certify that there are no other direct or indirect arrangements or understandings with respect to the provision of the Designated Services that have not been disclosed to LLC.

ROFR Notice. Without limiting the provisions of Article 14, in the event that Lessee seeks to Transfer all or a majority of its interest in the LNG Facility, whether such Transfer is structured as an asset sale or a sale of a controlling equity interest in Lessee (whether such sale occurs in a single sale or in a series of Transfers), Lessee shall include with the Transfer Notice delivered in accordance with Article 14 a written right of first refusal notice (a "ROFR Notice"). Each ROFR Notice shall set forth the proposed Transferee's name and shall include a summary of the terms of the proposed Transfer, including without limitation, the purchase price and method of payment, and shall have attached to it a copy of any offer or counteroffer executed or to be executed by Lessee and the Transferee. If the proposed Transfer is to be made in exchange for property of the Transferee, the ROFR Notice shall also include the dollar value placed on the Transferee's property by Lessee. Lessee represents and warrants that the purchase price, terms and conditions referred to in the ROFR Notice shall have been arrived at through arm's length negotiations.

ROFR Notice. (a) Before any Initial Shareholder Group Members (each, in such capacity, a “Selling Shareholder”) is entitled to sell and transfer (any such sale and transfer, a “Proposed Sale”) any Common Shares (other than a sale and transfer that is a Permitted Transfer) to any Person (any such Person, a “Proposed Purchaser”) in accordance with Section 4.1, such Selling Shareholder must first comply with this Article 4 and must deliver a written notice (a “ROFR Notice”) to One of Us (or to an Affiliate of One of Us, as designated by One of Us) or the Buyer (or to an Affiliate of the Buyer, as designated by the Buyer), as applicable (each, in such capacity, a “ROFR Shareholder”), which ROFR Notice must: (i) state (A) that such Selling Shareholder is complying with its obligations pursuant to this Article 4, (B) the identity of the Proposed Purchaser (including the name and address of such Proposed Purchaser), (C) the number of Common Shares subject to such Proposed Sale (the “ROFR Common Shares”), (D) the price per ROFR Common Share (the “ROFR Price”), and (E) other material terms to which the Proposed Sale is subject, and (ii) offer to sell and transfer such ROFR Common Shares at the ROFR Price to the ROFR Shareholder in accordance with this Article 4. (b) In order to validly provide a ROFR Notice, such Selling Shareholder must either (i) have received a firm written offer at the ROFR Price from the Proposed Purchaser with respect to the Proposed Sale and in good faith believe that a binding agreement for the Proposed Sale will be entered into by the Proposed Purchaser on the terms set forth in the ROFR Notice (in which case the Selling Shareholder shall so certify in the ROFR Notice) or (ii) have entered into a definitive written agreement with the Proposed Purchaser on the terms set forth in the ROFR Notice that is subject to the satisfaction or waiver of the rights, requirements, and procedures set forth in this Article 4 (in which case such the Selling Shareholder shall so certify in the ROFR Notice). (c) The Selling Shareholder’s provision of a ROFR Notice in accordance with this Section 4.2 will constitute an irrevocable offer by such Selling Shareholder for 45 days following receipt thereof to sell and transfer the ROFR Common Shares at the ROFR Price to the ROFR Shareholder on the terms stated in the ROFR Notice.

ROFR Notice. Within five (5) years after the Effective Date (“Initial ROFR Period”), Tencent will notify Licensee in writing (“ROFR Notice”) to the email address [***], or such other email address that Licensee may notify Tencent of in writing, when Tencent, in its sole and absolute discretion, decides to, directly by itself or indirectly through third parties, publish, operate, and distribute (including any beta testing or commercial release of any Prospective Game (as hereafter defined)) a Mobile Version or a PC Version of a digital interactive entertainment game (“Prospective Game”) in the Territory or otherwise directly by itself or its Affiliates or indirectly through third parties publish, operate and distribute (including any beta testing or commercial release of any Prospective Game) a Mobile Version or PC Version of a Prospective Game in any Licensed Language(“ROFR”). Each ROFR Notice shall contain the information described in Exhibit B hereof. For clarity, any sole marketing, promotion, or eSports activities of a Mobile Version or a PC Version of a digital interactive entertainment game conducted by or on behalf of Tencent in the Territory without a view towards publishing, distributing or operating such game in the Territory will not trigger the ROFR. [***] The ROFR Period will be automatically renewed for consecutive 2-year terms (each a “ROFR Renewal Period”, and together with the Initial ROFR Period, the “ROFR Period”) unless either Party elects not to renew by notifying the other Party in writing of such election at least 3 months before the expiration of the Initial ROFR Period or the applicable ROFR Renewal Period as the case may be. [***]

ROFR Notice. The Selling Member shall promptly notify the Company and the Other Member if it proposes to make a sale of its Membership Interest giving rise to rights of first refusal pursuant to this Section 7.3 (the “Initial ROFR Notice”). The Initial ROFR Notice shall set forth the material terms and conditions of the proposed sale, including (i) the Membership Interest proposed to be sold, (ii) the proposed date of the sale, which shall be at least thirty (30) days from the date of the Initial ROFR Notice, and (iii) the proposed purchase price.

ROFR Notice. Promptly after the initiation of an offer from a Proposed Purchaser to Tenant or an offer from Tenant to such Proposed Purchaser with respect to a sale or transfer of the ROFR Property, Tenant shall provide Landlord written notice (the “ROFR Notice”) specifying the price (the “First Offer Price”) and the terms and conditions of such proposed sale or transfer.