Existing ROFR definition

Existing ROFR has the meaning set forth in Section 4.04.
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Existing ROFR means a right of first refusal, right of first offer or other preferred purchase right, to purchase a Property, which exists in favor of a third (3rd) party.
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Existing ROFR shall have the meaning set forth in Section 8.3.
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Examples of Existing ROFR in a sentence

  • If the holder of an Existing ROFR does not timely and properly exercise such Existing ROFR, or such holder gives Seller written notice of such holder’s intention not to exercise an Existing ROFR, Seller shall promptly give Purchaser and the Title Company written notice thereof (with photocopies of any notices or other correspondence of any type received from any such holder).

  • If there is an Existing ROFR, upon full execution of this Agreement by Seller and Purchaser, Seller shall provide such party holding such ROFR with notice thereof and an opportunity to permit such party holding such ROFR to exercise its Existing ROFR within the time frame and in the manner provided in the applicable document.

  • If an Existing ROFR is known or discovered by Purchaser or Seller with respect to a Property, within two (2) Business Days following the later of the Effective Date or discovery of an Existing ROFR, Seller shall provide the holder of an Existing ROFR with notice of such Existing ROFR and an opportunity to permit such holder to exercise its Existing ROFR within the time frame and in the manner provided therein.

  • If HITN disputes the exercise of the Existing ROFR, then HITN shall bear all costs and expenses related to such dispute, unless Flux requests in writing that HITN dispute the purported exercise of the Existing ROFR, in which case Flux shall bear the costs and expenses directly related to such dispute to the extent such costs and expenses are approved by Flux in writing in advance.

  • If a party holding a ROFR does not timely and properly exercise an Existing ROFR, or a party holding a ROFR gives the applicable Seller written notice of such party's intention not to exercise an Existing ROFR, Sellers shall promptly give Purchaser written notice thereof (including copies of any notices received from any party holding a ROFR).

Related to Existing ROFR

  • Existing Agreement has the meaning set forth in the recitals.

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Existing Agreements has the meaning as set forth in Section 3.2 hereof.

  • Existing uses means those uses actually attained in a water body on or after November 28, 1975, whether or not they are included in the water quality standards.

  • Existing Plan means the Amended and Restated Novatel Wireless, Inc. 2000 Stock Incentive Plan.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • Existing Lease shall have the meaning assigned thereto in Section 10.7.

  • Existing Leases means those leases, license agreements and occupancy agreements identified on Schedule 2.1.3, as the same may be amended or modified from time to time in accordance with the terms of this Agreement.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Existing use means a use actually attained in a surface water of the state on or after November 28, 1975, whether or not it is a designated use.

  • Extended Terms shall have the meaning given such term in Section 2.4.

  • Original Lease shall have the meaning given such term in the recitals to this Agreement.

  • Existing Facility Agreement has the meaning specified therefor in the recitals hereto.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Existing Project is a Project that has achieved Commercial Operation on or prior to the Execution Date.

  • Second Extension Option shall have the meaning set forth in Section 2.6.1 hereof.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Existing Property means all property against which ad valorem property taxes were levied by a local unit for its concluding fiscal year, minus all property that is considered losses for purposes of ad valorem property tax levies of the local unit for the ensuing fiscal year.

  • Existing Senior Secured Notes means the Borrower’s $800,000,000 8.500% Senior Secured Notes due 2019, issued pursuant to the Existing Senior Secured Notes Indenture.

  • Existing Loan Agreement has the meaning set forth in the recitals to this Agreement.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Existing Security Agreement has the meaning set forth in the recitals hereto.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • Existing Facility means a facility in existence on any given date, newly constructed or altered.