ROFO Initiating Member definition

ROFO Initiating Member has the meaning given in Section 10.3.2.
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ROFO Initiating Member shall provide written notice of the terms of such Transfer Offer (the “ROFO Sale Notice”) to the other Member (the “ROFO Non-Initiating Member”) (The share of the ROFO Initiating Member’s Member Interest offered in the Transfer Offer is the “ROFO Offered Interests”. The Transfer Offer offered to the ROFO Non-Initiating Member is the “ROFO Offer”.)
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ROFO Initiating Member has the meaning set forth in Section 8.5(a). “ROFO Notice” has the meaning set forth in Section 8.5(a). “ROFO Offered Interest” has the meaning set forth in Section 8.5(a). “ROFO Purchase Option” has the meaning set forth in Section 8.5(b). “ROFO Purchase Price” has the meaning set forth in Section 8.5(a). “ROFO Recipient Member” has the meaning set forth in Section 8.5(a). 16 “ROFO Response Period” has the meaning set forth in Section 8.5(b). “ROFO Sale Period” has the meaning set forth in Section 8.5(d). “ROFO Target Price” has the meaning set forth in Section 8.5(d). “Securities Act” means the U.S. Securities Act of 1933, as amended. “Selling Member” has the meaning set forth in Section 8.6(a). “Specified Person” has the meaning set forth in the definition of Controlled Affiliate. “Subject Interest” has the meaning set forth in Section 8.6(a). “Subsidiary” means, with respect to the Company, any Entity in which the Company (a) directly or indirectly holds at least a majority of the Equity Interests or (b) directly or indirectly holds a Controlling voting interest. As of the Effective Date, the Subsidiaries consist of the Property Owners. “Superannuation Fund” means any entity which is subject to supervision pursuant to the Superannuation Industry (Supervision) Xxx 0000 (Cth) or any successor legislation. “Termination Trigger” means the occurrence of any of the following during the period from the date of a ROFO Electing Notice through the applicable Closing Date: a material casualty or condemnation to the Property, the Bankruptcy of the Company or any Subsidiary, a material payment default by a tenant under a Major Lease that remains uncured as of such Closing Date, or the Bankruptcy of a tenant under a Major Lease. “TIAA” means Teachers Insurance and Annuity Association of America, a New York corporation. “TIAA Owner” has the meaning set forth in the Preamble. “TIAA Owner Member” means any Member that is an Affiliate of TIAA. As of the Effective Date, TIAA Owner is a TIAA Owner Member. “TIAA Purchase Agreement” has the meaning set forth in the Preamble. “Transfer” has the meaning set forth in Section 8.1(a). “Treasury Reg.” or “Treasury Regulations” means the final and temporary income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). “TRS” means a taxable REIT subsidiary (as such term is defined in section 856(l) of the Code and the Treasury ...
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Examples of ROFO Initiating Member in a sentence

  • The ROFO Non-Initiating Member’s failure to notify the ROFO Initiating Member of its election within such ten (10) Business Day period shall be deemed an election to waive its option to purchase such Marketable Property.

  • In that regard, the ROFO Initiating Member may (on behalf of the Company) engage the services of an independent real estate brokerage firm to solicit offers from third parties unaffiliated with the ROFO Initiating Member to purchase such Marketable Property, whose fees share be borne (i) by the Company, upon the sale of such Marketable Property by the Company or (ii) by the ROFO Initiating Member, upon the failure of the ROFO Initiating Member to sell such Marketable Property within the 180-day period.

  • The counter-factual costs represent a 87% increase in the minimum cost of introductory humanities courses, a 45% increase for STEM courses, a 32% increase for social science courses, a 14% increase in occupational courses, and a 21% decrease in the minimum cost of introductory business courses.

  • The ROFO Non-Initiating Member shall notify the ROFO Initiating Member in writing within ten (10) Business Days after the date the ROFO Notice is given of its election to either waive its option to purchase such Marketable Property or to exercise such option (such notice referred to herein as a “ROFO Purchase Notice”).

  • If the Executive Committee fails to agree unanimously upon a marketing plan within thirty (30) days after the receipt by the Company of the Marketing Notice, and the ROFO Initiating Member nevertheless desires to go forward with the sale of such Marketable Property, then the following provisions of this Section 12.4 shall apply, provided that the ROFO Notice (as defined below) must be given no later than sixty (60) days following the Marketing Notice.

  • Caldwell Chief Executive Officer Q1 Key Financial Results Steve Brown Chief Financial Officer Operational Updates Barry G.

  • The terms of any such engagement shall be commercially reasonable, shall provide for full disclosure of all sale activity, indications of interest and offers to both the ROFO Initiating Member and the ROFO Non-Initiating Member and shall not encumber such Marketable Property or the Company in any way beyond the 180-day period.

  • The ROFO Initiating Member shall have one hundred (180) days from the end of the ROFO Response Period to consummate a Transfer of the ROFO Offered Interest to a third party purchaser in accordance with the terms of this Section 8.5 (the “ROFO Sale Period”), and no Transfer may occur pursuant to this Section 8.5 after the ROFO Sale Period unless another ROFO Notice is given and the process set forth in this Section 8.5 is recommenced.


More Definitions of ROFO Initiating Member

ROFO Initiating Member. “ROFO Initiating Member” has the meaning given in Section 10.3.2.
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Related to ROFO Initiating Member

  • Initiating Member shall have the meaning provided in Section 15.2(a).

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

  • Disposing Member is defined in Section 4.1.

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

  • Founding Member means any individual who is either:

  • Participating member means a member who is required to make mandatory contributions by the applicable retirement act to his or her health reimbursement account.

  • Defaulting Member the meaning set forth in Section 3.2(a).

  • Bona fide member means an individual who participates in activities of a qualified organization

  • Voting Member means a Member holding one or more Voting Shares.

  • Initiating Party means a party who gives notice under section 2 of this Schedule;

  • Remaining Members has the meaning set forth in Section 11.2.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • Continuing Member means a member of the Board of Directors of the Company who either (a) was a member of the Company's Board of Directors on the Effective Date and has been such continuously thereafter or (b) became a member of such Board of Directors after the Effective Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Company's Board of Directors.

  • Preferred Member means a Member holding Preferred Units.

  • FPC means fuel pathway code.

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

  • Initiating tribunal means the tribunal of a state or foreign country from which a petition or comparable pleading is forwarded or in which a petition or comparable pleading is filed for forwarding to another state or foreign country.

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

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

  • Trading Member means a Person who has been approved by Nadex to trade directly and not through a FCM Member on the Market, and does not include any FCM Member.

  • Staff member means a staff member as defined in section 1(1) of the Public Service Act, 1995 (Act No. 13 of 1995);

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Presiding Member means the presiding member of a committee or the deputy presiding member, or a member of the committee when performing a function of the presiding member in accordance with the Act;