ROFO Buyer definition

ROFO Buyer is defined in Section 9.4(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.6(a) (for purposes of the Interest Sale ROFO Provisions).
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ROFO Buyer has the meaning set forth in Section 6.08(a).
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ROFO Buyer has the meaning set forth in Section 9.3(c)(ii).
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Examples of ROFO Buyer in a sentence

  • If specific performance of the obligations of ROFO Seller is not available, then the ROFO Seller shall owe to each ROFO Buyer, as a Deficiency Loan, an amount equal to the product of (x) such ROFO Buyer’s ROFO Buyer Pro Rata Share and (y) five percent (5%) of the ROFO Final Price (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine).

  • Moreover, Yun Jian and others looked exactly like there was nothing behind the stone gate when they came out.It prompted the mass to believe that it would be futile to keep waiting, so one by one, they all left.When all of them came to the stairwell where the first mechanism after descending the well was, they were at a loss since the mechanism closed automatically upon entry and the trigger was outside.

  • In the event that Seller delivers an Acceptance Notice within the Acceptance or Rejection Period, Seller and ROFO Buyer shall (and Buyer shall cause ROFO Buyer to) cooperate, acting reasonably and in good faith to effect the purchase of the ROFO Shares on the terms set forth in the Purchase Notice as promptly as reasonably practicable (subject to obtaining all required regulatory approvals and Buyer’s compliance with Section 3.1(c) of the Stockholder’s Agreement).

  • If a ROFO Buyer is entitled to liquidated damages from a ROFO Defaulting Seller pursuant to the last sentence of Section 14.17(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such liquidated damages shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

  • If a ROFO Buyer is entitled to liquidated damages from a ROFO Defaulting Seller pursuant to the last sentence of Section 9.15(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such liquidated damages shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

  • The remedies expressly set forth in this Section 9.14 and elsewhere in this Article IX are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

  • In connection with the foregoing, each ROFO Buyer must offer any such Lender a reasonably creditworthy replacement guarantor to provide replacements for such ROFO Buyer’s ROFO Buyer Pro Rata Share of liabilities under any Partner Debt Guaranty with respect to liabilities first accruing from and after the ROFO Closing.

  • Offeree becomes a ROFO Buyer and one (1) ROFO Offeree does not become a ROFO Buyer, or if there is only one (1) ROFO Offeree and it becomes a ROFO Buyer, then the ROFO Buyer Pro Rata Share of the ROFO Buyer is 100%.

  • The delivery of a ROFO Acceptance Notice prior to the expiration of the ROFO Commitment Period shall constitute an irrevocable commitment to sell all the ROFO Transfer Interest to the ROFO Buyer and an irrevocable commitment by the ROFO Buyer to buy all the ROFO Transfer Interest from the ROFO Offeror, in each case in accordance with the terms and conditions set forth in the ROFO Offer Notice.

  • Any ROFO Buyer or ROFO Seller may, in its sole discretion, direct that accrued interest to which it is entitled hereunder shall be paid over to any other ROFO Buyer or ROFO Seller and, in such event, such other ROFO Buyer or ROFO Seller agrees to be responsible for payment of any and all taxes relating to such accrued interest.


More Definitions of ROFO Buyer

ROFO Buyer as defined in Section 10.6(j).
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Related to ROFO Buyer

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Transferring Member has the meaning set forth in Section 9.4.

  • 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.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Purchaser means the organization purchasing the goods.

  • Buyer has the meaning set forth in the preamble.

  • ROFO Notice is defined in Section 6.2(a).

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Selling Partner has the meaning set forth in Section 8.5.

  • Company Shareholder means a holder of Company Shares.