ROFR Offer Sample Clauses

ROFR Offer. In the event (i) the Transfer of the ROFO Offer Shares, if consummated, would result in Cedarwalk ceasing to control 50% or more of the Equity Securities of any of the Companies, and (ii) Cedarwalk submits a Third Party Offer at a price higher than the ROFO Offer (which must equal or exceed the Minimum Purchase Price) to Waldencast, Cedarwalk must at the same time of such submission provide to Waldencast an offer for Waldencast to purchase the ROFO Offer Shares for the same consideration and on substantially equal terms as set out in the Third Party Offer (the “ROFR Offer”). Waldencast shall have a period of forty-five (45) days from the date of receipt of the ROFR Offer to accept the offer contained therein. In the event Waldencast elects not to submit the ROFO Offer to Cedarwalk, Waldencast shall still be provided with the ROFR Offer and may choose to accept the ROFR Offer in its sole discretion.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
ROFR Offer. If ACME Lithium receives an unsolicited bona fide third-party offer (a ‎‎"ROFR Offer") to sell ‎or ‎transfer any of its Free Carried Interest to any ‎third party (the "Third Party"), then ACME Lithium will ‎promptly notify Snow Lake in writing (including a copy of the third party offer or agreement) of such Third Party and Snow Lake will have the ‎opportunity to purchase the Free Carried Interest on the same ‎terms and conditions, or equivalent value, as the ROFR Offer. ‎The ROFR Offer must be in the form of a ‎binding definitive agreement. Snow Lake may, within 30 business days from the date of ‎receipt of the ROFR Offer, accept the terms of the ‎ROFR Offer by written notice delivered to ACME Lithium, in which event it will then become a binding ‎agreement of purchase and sale ‎between Snow Lake and ACME Lithium. If Snow Lake does not accept the ‎ROFR Offer, or does not ‎give notice in accordance with the provisions of this Agreement ‎that it is willing to purchase ‎the Free Carried Interest, then ACME Lithium will be free to sell all of the Free Carried Interest to ‎the applicable Third Party under the ROFR Offer.‎
Sample 1
ROFR Offer. A Selling Partner shall, at least thirty (30) days before the proposed ROFR Sale, provide each other Partner (a “ROFR Offeree”) written notice of the proposed ROFR Sale (the “ROFR Notice”), which ROFR Notice include (i) the name and contact information of the prospective purchaser in the ROFR Sale (the “ROFR Purchaser”); (ii) the amount of Interests that the ROFR Purchaser has offered to purchase from the Selling Partner in the ROFR Sale (the “ROFR Interest”); (iii) the price and form of consideration to be paid by the ROFR Purchaser for such ROFR Interest; (iv) the other material terms and conditions relating to the ROFR Purchaser’s offer to purchase the ROFR Interest; and (v) an irrevocable and unconditional offer by the Selling Partner to each other Partner to sell all, and not less than all, the ROFR Interest on the same terms and subject to the same conditions as offered by the ROFR Purchaser (the “ROFR Offer”).
Sample 1
ROFR Offer. The giving of a ROFR Offer Notice shall constitute an offer (the “ROFR Offer”) by SunEdison to sell the Offered Units to TerraForm or one or more of its designees for cash at the ROFR Offer Price and on the other terms set forth in the ROFR Offer Notice. TerraForm shall have a 60-day period (the “ROFR Offer Period”) in which to accept such ROFR Offer as to all but not less than all of the Offered Units by giving a notice of acceptance to SunEdison prior to the expiration of such ROFR Offer Period. If TerraForm fails to notify SunEdison prior to the expiration of the ROFR Offer Period, it shall be deemed to have declined such ROFR Offer.
Sample 1

Related to ROFR Offer

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Tender Offer (a) As promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement, Purchaser or Merger Sub will commence the Offer for all of the outstanding Shares at a price of not less than $15.50 per Share in cash, net to the seller, subject to the conditions set forth in Exhibit A, and, subject only to the terms and conditions of the Offer, will pay, as promptly as reasonably practicable after expiration of the Offer, for all Shares duly tendered and not withdrawn. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, -------- however, that no change may be made which decreases the price per Share payable ------- in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer other than those set forth in Exhibit A hereto or which extends the Offer (except as set forth in the following sentence). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent, of the outstanding Shares on a fully diluted basis.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!