The ROFO Closing Clause Samples
The ROFO Closing clause defines the process and requirements for finalizing a transaction after a Right of First Offer (ROFO) has been exercised. Typically, this clause outlines the timeline, documentation, and conditions that must be met for the sale or transfer to proceed, such as payment terms, delivery of assets, and any necessary approvals. For example, it may specify that the parties must close the deal within a certain number of days after the ROFO is accepted and detail the steps for transferring ownership. The core function of this clause is to ensure a clear, orderly, and enforceable process for completing the transaction, thereby reducing uncertainty and potential disputes between the parties.
The ROFO Closing. The consummation of any purchase of the ---------------- Offered Shares by the Purchasing Stockholder pursuant to this Section 2.1(b) (the "ROFO Closing") will occur no more than 10 Business Days following the delivery of the Acceptance Notice (such 10 Business Day period being referred to herein as the "ROFO Closing Period") at such time and place as may be agreed upon by the Offering Stockholder and the Purchasing Stockholder or, if such parties fail to agree to such time and place, at the principal executive offices of Homegate at 10:00 a.m. (Central Time) on the tenth Business Day following the delivery of the Acceptance Notice. At the ROFO Closing, (A) the Purchasing Stockholder will deliver to the Offering Stockholder by certified or official bank check or wire transfer to an account designated by the Offering Stockholder an amount in immediately available funds equal to the Offer Price, (B) the Offering Stockholder will deliver one or more certificates evidencing the Offered Shares, together with such other duly executed instruments or documents (executed by the Offering Stockholder) as may be reasonably requested by the Purchasing Stockholder to acquire the Offered Shares free and clear of any and all claims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Encumbrances created by this Agreement, federal or state securities laws or the Purchasing Stockholder or as specified in the Offer Notice, and (C) the Offering Stockholder will be deemed to represent and warrant to the Purchasing Stockholder that, upon the ROFO Closing, the Offering Stockholder will convey and the Purchasing Stockholder will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered Shares, free and clear of any and all Encumbrances, except for Encumbrances created by this Agreement, federal and state securities laws or the Purchasing Stockholder or as described in the Offer Notice.
The ROFO Closing. The consummation of any purchase of the Offered ----------------- Shares by the Designated Buyer pursuant to this Section 3.3 (the "ROFO Closing") ------------ will occur no later than the last day of the ROFO Acceptance Period, at such time and place as may be agreed upon by the Offeror and the Designated Buyer or, if such parties fail to agree to such time and place, at the offices of the Offeror at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (Central Time) on the last business day of the ROFO Acceptance Period. At the ROFO Closing, (1) the Designated Buyer will deliver to the Offeror by certified or official bank check or wire transfer to an account designated by the Offeror an amount in immediately available funds equal to the aggregate Offer Price for the Offered Shares, and (2) the Offeror will deliver one or more certificates evidencing the Offered Shares, together with such other duly executed instruments or documents (executed by the Offeror) as may be reasonably requested by the Designated Buyer to acquire the Offered Shares.
The ROFO Closing. The consummation of any purchase of the ------------------ Offered Shares by the Designated Buyer pursuant to this Section 3.3 (the ROFO ---- Closing ) will occur no later than the last day of the ROFO Acceptance Period, ------- at such time and place as may be agreed upon by the Offeror and the Designated Buyer or, if such parties fail to agree to such time and place, at the offices of the Offeror at 200 Crescent Court, Suite 1600, Dallas, Texas 75201 at 10:00 a.m. (▇▇▇▇▇▇▇ ▇▇▇▇) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇FO Acceptance Period. At the ROFO Closing, (1) the Designated Buyer will deliver to the Offeror by certified or official bank check or wire transfer to an account designated by the Offeror an amount in immediately available funds equal to the aggregate Offer Price for the offered Shares, (2) the Offeror will deliver one or more certificates evidencing the Offered Shares, together with such other duly executed instruments or documents (executed by the Offeror) as may be reasonably requested by the Designated Buyer to acquire the Offered Shares.