ROFO Holder definition

ROFO Holder means (a) in the case of an Investor ROFO, Investor, and (b) in the case of a Parent ROFO, Parent.
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ROFO Holder with written notice of this Agreement consistent with the terms and conditions of any Right of First Offer (the “ROFO Notice”), and Contributor shall provide a copy of same to GIPLP when made. Contributor shall keep GIPLP reasonably informed as to the status of the ROFO Holder’s response to the ROFO Notice. If the ROFO Holder (i) responds to the ROFO Notice by informing Contributor that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer in order to exercise the Right of First Offer, then, as a condition precedent to GIPLP’s obligation to close on the transaction contemplated pursuant to this Agreement, Contributor shall execute and deliver to GIPLP, on or before expiration of the Inspection Period, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to Contributor’s delivery of the ROFO Notice pursuant to the Right of First Offer and either the ROFO Holder’s election not to exercise the Right of First Refusal or the ROFO Holder’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“Contributor’s ROFR Affidavit”). In the event Contributor is unable to obtain and deliver to GIPLP the Contributor’s ROFR Affidavit prior to the expiration of the Inspection Period, or if the ROFO Holder has elected in writing to exercise its Right of First Offer, then GIPLP shall have the right to terminate this Agreement by providing written notice to Contributor, in which case all Xxxxxxx Money deposited by GIPLP shall be immediately returned to GIPLP and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Contributor is free to contribute and convey the Property to GIPLP, then Contributor shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.
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ROFO Holder has the meaning ascribed to it in Section 3.11(a).
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Examples of ROFO Holder in a sentence

  • At any time prior to the expiration of the Offer Period, the ROFO Holder shall have the right to accept the Prospective Seller’s offer as to any or all of the Offered Shares by giving a written notice of election (the “Notice of Election”) to the Prospective Seller.

  • The price per Security to be paid by the ROFO Holder shall be the Offer Price specified in the Offer Notice, payable in immediately available funds and in accordance with the terms of the Offer.

  • In the event the ROFO Holder has not elected to purchase the entire amount of Offered Shares, the Prospective Seller may sell such remaining amount of Offered Shares in accordance with Section 4.05(f) as Remaining Shares.

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  • A ROFO Holder may assign any or all of its rights under this Section 2 to another ROFO Holder or an Affiliate of such ROFO Holder.

  • Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Contributor is free to contribute and convey the Property to GIPLP, then Contributor shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.

  • No later than five (5) Business Days following the expiration of the ROFO Exercise Period, the Partnership shall notify each ROFO Holder in writing of the Common Interests or Securities that the ROFO Holders have agreed to purchase (including where such number is zero).

  • Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Seller is free to sell and convey the Property to Purchaser, then Seller shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.

  • Within fifteen (15) days following receipt of the ROFO Notice, any ROFO Holder may deliver to the Selling ROFO Member a binding irrevocable written offer (the “ROFO Offer”) to purchase all, but not less than all, of the ROFO Offered Units.

  • Any such ROFO Offer shall include the material terms and conditions, including the aggregate cash purchase price (the “ROFO Offer Price”), upon which the ROFO Holder is willing to acquire all of the ROFO Offered Units at a closing within five (5) days of the Selling ROFO Member’s acceptance of the ROFO Offer upon customary closing conditions.


More Definitions of ROFO Holder

ROFO Holder is defined in Section 7.4(a).
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ROFO Holder has the meaning set out in Clause 8.8.1;
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Related to ROFO Holder

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • 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).

  • Major Holder means with respect to any registration the Holder that, together with its Affiliates, includes the largest number of Registrable Securities in such registration.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

  • or "Holder The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register.

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

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

  • Other Holder has the meaning specified in Section 2.2(b).

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • License holder means an individual, corporation, partnership, governmental unit, association or any other entity to whom a license was issued under Iowa Code chapter 137C, 137D or 137F.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

  • right holder means a person or a legal entity that was previously granted or lawfully acquired a fishing right or which will be granted a right in the allocation process envisaged in this Policy.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Designated Holder means the Holder of Note A-1.

  • Rights Holder means the holder of the Call Rights.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Ineligible Holder is defined in Section 4.8(c).

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Senior Holder means, (i) the Note Holders of Series A until the Secured Obligations in respect of Series A Equipment Notes have been paid in full, (ii) after the Secured Obligations in respect of Series A Equipment Notes have been paid in full, the Note Holders of Series B until the Secured Obligations in respect of Series B Equipment Notes have been paid in full and (iii) after the Secured Obligations in respect of Series B Equipment Notes have been paid in full, the Note Holders of Series C until the Secured Obligations in respect of Series C Equipment Notes have been paid in full.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

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

  • Series B Holder means a Record Holder of the Series B Preferred Units.