ROFR Notice. Before entering into or committing to enter into an Alternative Agreement, Cinemark 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 Cinemark 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. 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. Before entering into or committing to enter into an Alternative Agreement, [Circuit A] 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 [Circuit A] 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. (i) The Borrower’s written notice (a “ROFR Notice”) shall be delivered in accordance with this Agreement and shall state that the Borrower or its controlled Affiliate has received a bona fide Third Party Financing Offer it intends to accept and set forth in reasonable detail a description of the terms and conditions of such Third Party Financing Offer, including
(A) the identity of the Independent Third Party who made such Third Party Financing Offer:
(B) a description of the Debt Security and/or Equity Securities subject to such Third Party Financing Offer including, without limitation, any warrants, options, calls, preemptive rights, or other rights (the “Subject Securities”);
(C) with respect to any Debt Securities, the principal amount, interest rate, all other pricing terms, the term and other material terms and conditions of such Debt Securities;
(D) with respect to any Equity Securities, the per share purchase price for the Subject Securities, all other pricing terms, the term and other material terms and conditions of such Equity Securities;
(E) a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and
(F) the proposed date of the closing of the financing contemplated by such Third Party Financing Offer, which shall not be less the thirty (30) days of the ROFR Notice.
(ii) The ROFR Notice shall constitute the Borrower’s offer to issue the Subject Securities to or the Borrower’s request to obtain loans or other debt financing from the Lenders on the terms and conditions set forth in such ROFR Notice, which offer shall be irrevocable for a period of 10 Business Days from the date of delivery of the ROFR Notice (the “ROFR Notice Period”).
(iii) By delivering the ROFR Notice, the Borrower represents and warrants to the Lenders that: (x) such Third Party Financing Offer is a bona fide arm’s length offer from an Independent Third Party, which the Borrower intends to consummate; and (y) the Borrower has the necessary power and authority to issue the Subject Securities or otherwise obtain the loans or other debt financing as contemplated by the Third Party Financing Offer.
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.
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 Xxxx in exchange for such Margin Call Shares shall be paid directly to Lender via Lender’s account identified on Schedule A hereto.
ROFR Notice. Not less than thirty (30) days prior to the date of the proposed Transfer of Preferred Units, the ROFR Selling Member shall deliver written notice (a “ROFR Notice”) to the Company, which ROFR Notice shall identify: (i) the ROFR Selling Member’s desire to Transfer Preferred Units; (ii) if the ROFR Selling Member has already identified a proposed purchaser, the identity of the Person (or Persons) to whom the ROFR Selling Member desires to Transfer such Preferred Units (the “ROFR Purchaser”); (iii) the number of Preferred Units proposed to be Transferred (the “ROFR Units”); (iv) the price at which the ROFR Selling Member desires to Transfer such ROFR Units (the “ROFR Price”); (v) a summary of the other material terms of the proposed Transfer; and (vi) the date on which the ROFR Selling Member reasonably expects to consummate the Transfer of the ROFR Units (which shall not be less than thirty (30) days after the date on which the ROFR Notice was delivered to the Company).
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).
