Material Changes to the ROFO Terms definition

Material Changes to the ROFO Terms means that (i) the aggregate effective economic terms are less than ninety-five percent (95%) of the aggregate effective economic terms set forth in the applicable ROFO Notice (i.e., before payment of any commissions or other transaction costs) and/or (ii) any other material term is not substantially similar to such material term as set forth in the applicable ROFO Notice. If any transaction with a third party relating to the ROFO Property does not close within one (1) year of the date on which Buyer is deemed to have waived its Right of First Offer with respect thereto, the ROFO Property shall again become subject to a Right of First Offer.
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Material Changes to the ROFO Terms. (as defined in Section 1(c) below) from those set forth in such ROFO Notice.
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Material Changes to the ROFO Terms means that (A) the aggregate effective economic terms are less than ninety-five percent
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Examples of Material Changes to the ROFO Terms in a sentence

  • If, after Buyer rejects or is deemed to have rejected its Right of First Offer with respect to the ROFO Property, there are any Material Changes to the ROFO Terms with respect thereto from those set forth in the ROFO Notice, before consummating any transaction with a third party based thereon, Seller shall provide written notice to Buyer of such Material Changes to the ROFO Terms (the “Revised Offer Notice”).

  • If, after the OP rejects or is deemed to have rejected its Right of First Offer with respect to any ROFO Property, there are any Material Changes to the ROFO Terms with respect thereto from those set forth in the ROFO Notice, before consummating any transaction with a third party based thereon, PMB shall provide written notice to the OP of such Material Changes to the ROFO Terms (the “Revised Offer Notice”).

  • Upon the OP’s rejection, or deemed rejection of a Right of First Offer with respect to a ROFO Property, PMB shall then have the right to cause the transaction described in such ROFO Notice to occur with any third party, provided that (i) the closing of such transaction occurs within one (1) year of the date on which the OP is deemed to have waived such Right of First Offer, and (ii) there are no Material Changes to the ROFO Terms (as defined in Section 5.5) from those set forth in such ROFO Notice.


More Definitions of Material Changes to the ROFO Terms

Material Changes to the ROFO Terms means that the aggregate effective economic terms are less than one hundred percent (100%) of the aggregate effective economic terms set forth in the applicable Right of First Offer Notice. If any such Transfer with a third party relating to a Property does not close within six (6) months of the date on which the Operating Partnership is deemed to have waived its Right of First Offer with respect thereto, such Property shall again become subject to the Right of First Offer. If, after the Operating Partnership rejects or is deemed to have rejected a Right of First Offer with respect to a Property, there are any Material Changes to the ROFO Terms with respect thereto from those set forth in the applicable Right of First Offer Notice, before consummating any Transfer with a third party based thereon, the applicable PMB ROFO Party shall and Pac Med LLC shall cause such PMB ROFO Party to provide written notice to NHP and the Operating Partnership of such Material Changes to the ROFO Terms (the “Revised Offer Notice”). The Operating Partnership shall then have the right to acquire such Property upon the economic terms as are set forth in the Revised Offer Notice and in accordance with the other terms of this Section 2.7 (a “Right of First Refusal”) by delivering written notice of its exercise of such Right of First Refusal within seven (7) Business Days from the date upon which it receives the applicable Revised Offer Notice (or to notify such PMB Parties of its intention to exercise its Right of First Refusal subject to the approval of NHP’s Board of Directors, in which case the Operating Partnership shall notify such PMB Parties of its exercise of such Right of First Refusal on or before the fourteenth (14th) Business Day following the date upon which it receives the Revised Offer Notice). If the Operating Partnership has not responded to a Revised Offer Notice within the aforementioned time periods, the Operating Partnership shall have been deemed to waive its Right of First Refusal with respect to such Property.
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Related to Material Changes to the ROFO Terms

  • Basic Terms Modification means any proposal:

  • Material Terms means (i) for Designated FX Transactions, the Settlement Date, amounts of each currency to be delivered by each party, and any other terms considered material in the market, (ii) for Designated Option Transactions, the amounts of each currency, the style (e.g., American or European) of option, the strike price, premium, expiration date, and any other terms considered material in the market, (iii) for Designated Bullion Trade Transactions, the Trade Date, Purchaser, Seller, Bullion, number of Ounces, Contract Price, Value Date, and any other material terms and (iv) for Designated Bullion Option Transactions, Trade Date, Buyer, Seller, Bullion, number of Ounces, style, type, Strike Price, Expiration Date, Settlement Date, Premium, Premium Payment Date, and any other material terms (terms used in subsection (iii) and (iv) in this definition have the means set forth in the 2005 ISDA Commodity Definitions).

  • Material Change means a change that an average, careful investor would want to know about before making an investment decision. If a material change occurs afler you make an investment commitment but before the ORering closes, then the Company will notify you and ask whether you want to invest anyway. If you do not affirmatively choose to invest, then your commitment will be cancelled, your funds will be returned to you, and you will not receive any securities.

  • 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.

  • Service Change has the meaning set forth in Section 2(B) of the Agreement.

  • Material Modification means any modification to an Interconnection Request that has a material adverse effect on the cost or timing of Interconnection Studies related to, or any Network Upgrades or Local Upgrades needed to accommodate, any Interconnection Request with a later Queue Position.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Program change means any elimination, curtailment or reorganization of a curriculum offering, program or school operation or a reorganization or closing of a school or consolidation of two or more individual schools or school districts that is unrelated to financial exigency.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Material Modifications means any modifications to the material related party transactions which were approved by the Audit Committee or Shareholders during the year which will change the complete nature of the transaction and in case of monetary thresholds which is in excess of 10% of the originally approved transaction, in case of exigencies only.

  • Special Terms and Conditions means any special terms and conditions supplementing and/or amending these Terms and Conditions.

  • Relevant Terms and Conditions means terms and conditions relating to:

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Specific Terms and Conditions means the specific terms and conditions as described in section 6.1 (and, in relation to an Agreement between Envestra and a Network User, means the Specific Terms and Conditions which form part of that Agreement).

  • Financial Terms means the amount of compensation to be received by Vendor as evidenced by the Contract Documents, during the contract time.

  • Change of Scope Notice shall have the meaning set forth in Clause 13.2 (i); “Change of Scope Request” shall have the meaning set forth in Clause 13.2 (ii); “Change of Scope Order” shall have the meaning set forth in Clause 13.2 (iv); “Completion Certificate” shall have the meaning set forth in Clause 12.2; “Construction” shall have the meaning set forth in Clause 1.2 (f);

  • Proposed Change has the meaning assigned to such term in Section 9.02(c).

  • Change Notice is defined in Section 3.5(a) of this Agreement.

  • Terms of Business means Jersey Post’s Terms of Business, a copy of which is available at www.jerseypost.com, as amended from time to time.

  • Pricing means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

  • Primary Terms and Conditions means the terms and conditions applicable to the ICICI Bank’s internet banking facility/service.

  • Modification Guidelines has the meaning provided in Section 2.1(a) of this Single Family Shared-Loss Agreement.

  • Support Policy shall have the meaning given to it in the Support Terms (defined below).

  • URL Terms means the terms with which Customer must comply, which are located at a URL, referenced in this Agreement and are hereby incorporated by reference.

  • Key Terms means, with respect to a Relevant Transaction and a party, the valuation of such Relevant Transaction and such other details the relevant party deems relevant from time to time which may include the effective date, the scheduled maturity date, any payment or settlement dates, the notional value of the contract and currency of the Relevant Transaction, the underlying instrument, the position of the counterparties, the business day convention and any relevant fixed or floating rates of the Relevant Transaction. For the avoidance of doubt, "Key Terms" does not include details of the calculations or methodologies underlying any term.