Unless a First Rights Project Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc.
First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.
First Offer Notice shall have the meaning set forth in Section 14.4(a).
Rights Offering Procedures means the procedures with respect to the Rights Offerings that are approved by the Bankruptcy Court pursuant to the Disclosure Statement Order, which procedures shall be in form and substance substantially as set forth on Exhibit A hereto, as may be modified in a manner that is reasonably acceptable to the Requisite Commitment Parties and the Company.
Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.
Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.
Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).
ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.
Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.
Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:
Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.
Rights Offering has the meaning set forth in Section 4.1(b);
Third Party Offer shall have the meaning set forth in Section 4(a) hereof.
Net Offering Proceeds means all cash or other assets received by General Partner or Borrower as a result of the issuance or sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, preferred partnership units, limited liability company interests, Convertible Securities or other ownership or equity interests in General Partner or Borrower less customary costs and discounts of issuance paid by General Partner or Borrower, as the case may be.
Second Notice has the meaning set forth in Section 6.2(ii)(b) hereof.
First Offer Period has the meaning set forth in Section 13.5.
Offering Notice has the meaning set forth in Section 3.1(a).
Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.
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).
Acquisition Notice has the meaning set forth in Section 2.6(a).
Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.
Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.
Offer Notice shall have the meaning set forth in Section 4.1.
Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).
Offer means “proposals” in negotiation.