Examples of Company ROFR in a sentence
The Company ROFR Exercise Notice shall be binding upon delivery and irrevocable by the Company.
Upon receiving such notice, the Land Company shall have the right and option (the “Land Company ROFR”) for forty-five (45) days after the receipt of such notice (the “Land Company ROFR Period”) to elect to acquire all or the relevant portion (as applicable) of such designated area for equivalent consideration and on substantially the same terms and conditions as those contained in such Interested Party’s offer.
If the Land Company ROFR is not exercised by the Land Company within the Land Company ROFR Period, the Operating Company shall have the right (but not the obligation) to transfer such designated area(s) to such Interested Party in accordance with such Interested Party’s offer within ninety (90) days after the earlier of (i) the expiration of the Land Company ROFR Period and (ii) such date as the Land Company notifies the Operating Company that the Land Company does not wish to exercise the Option.
Upon receiving such notice, the Operating Company shall have the right and option (the “Operating Company ROFR”) for forty-five (45) days after the receipt of such notice (the “Operating Company ROFR Period”) to elect to acquire all or the relevant portion (as applicable) of such designated areas for equivalent consideration and on substantially the same terms and conditions as those contained in such Interested Party’s offer.
If the Company elects to purchase all or any portion of the Offered Shares pursuant to Section 4.1(b), such election shall constitute a binding contract between the Selling Shareholder and the Company, and the Company and the Selling Shareholder shall, no later than sixty (60) days following delivery to the Selling Shareholder of the Company ROFR Notice, conclude a Transfer of such Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice.
Company shall have the right of first refusal during the Term (the “Company ROFR”; and each of Distributor ROFR and Company ROFR, a “ROFR”) to serve as Distributor’s supplier of the generation equipment for any fuel cell generation project in the Territory that is not subject to an Exception to Company ROFR.
If DWA does not deliver the DWA ROFR Reply within such time period or does not elect to enter into such an agreement with Company (or the applicable Company Subsidiary), then Company (or such Company Subsidiary) may enter into negotiations with third Persons regarding the Company Third Party Transaction described in the Company ROFR Notice.
If DWA or such Affiliate so elects, then Company will (or will cause such Company Subsidiary to) enter into an agreement with DWA on the terms and conditions set forth in the Company ROFR Notice.
For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement date.
At or prior to 8:30 a.m. (New York City time) on the first Business Day following each consummation of a Mandatory Repurchase Right Transaction or consummation of a Company ROFR, the Company shall file with the Commission a Form 8-K describing the material terms of such transaction (such Form 8-K, the “Announcement Form 8-K”).