ROFO Interests definition

ROFO Interests means those certain properties or interests in entities which own certain real property described in the respective ROFO Agreements.
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ROFO Interests is defined in Section 10.06(a).
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ROFO Interests shall have the meaning set forth in Section 13.4(a).
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Examples of ROFO Interests in a sentence

  • The Valuation Firm shall then, within 10 days of its selection, determine in good faith the then current fair market value in cash of the ROFO Interests and prepare and deliver to each Member a report stating such fair market value and including a summary of the assumptions and basis for such determination.

  • The ROFO Notice must include (i) a description of the ROFO Interests and (ii) a request for the ROFO Non-Selling Members to specify the purchase price and other terms and condition on which the ROFO Non-Selling Members would purchase the ROFO Interests.

  • If the applicable ROFO Rightholders do not, in the aggregate, elect to purchase all of the remaining ROFO Interests based on their respective ROFO Pro Rata Portions, each applicable ROFO Rightholder electing pursuant to purchase its entire ROFO Pro Rata Portion of remaining ROFO Interests shall have the right to purchase all or any of the remaining ROFO Interests not elected to be purchased by the other applicable ROFO Rightholders.

  • If, however, Atlas does not enter into a definitive agreement for the sale of the ROFO Interests to a third party within such 180-day period on such terms (and, if such definitive agreement is executed, such sale is not closed within the later of 180 days after the expiration of the ROFO period and 30 days following the execution of such definitive agreement), the proposed sale shall again become subject to the Reliance ROFO in Section 8.1.

  • In practice, implicit strategies do exist, but they have been developed by those involved as they go along in the process.

  • If the ROFO Seller does not accept the ROFO Accepting Members’ offer or fails to make such election within 20 days after receiving the ROFO Offer Notice, the ROFO Seller may, during the next 120 days, Transfer the ROFO Interests to a third party Transferee at a purchase price not less than 103% of the highest offered ROFO Price and on substantially the same terms and conditions set forth in the ROFO Notice.

  • If only one ROFO Recipient timely submits a ROFO Offer, the ROFO Transferor may effectuate the sale of all the ROFO Interests to such ROFO Recipient alone.

  • If the Receiving Member validly and timely delivers a ROFO Election Notice, the closing of the purchase of such ROFO Interests shall be on a date which is not more than sixty (60) days after the delivery of the ROFO Election Notice to the Formation Member, subject to receipt of applicable regulatory approvals, if any.

  • For a period of 30 days after delivery of such notice to TLP, TLP shall have the right, but not the obligation, to submit a written offer to purchase the ROFO Interests (the “ROFO Offer”), which ROFO Offer shall set forth the consideration and other material terms for TLP’s proposed purchase of the ROFO Interests.

  • If the ROFO Transferor timely submits an acceptance notice, the ROFO Transferor and the applicable ROFO Recipient shall in good faith negotiate a definitive purchase and sale agreement (which shall include the terms and conditions set forth in the ROFO Offer) and use their reasonable best efforts to consummate the purchase and sale of the ROFO Interests as promptly as practicable and in any event within ninety (90) days from the execution of a definitive purchase agreement.


More Definitions of ROFO Interests

ROFO Interests means the Sponsor Entities’ (i) direct and indirect ownership interests in the existing common equity interests in Cove Point, (ii) indirect 50% ownership interest in Blue Racer Midstream, LLC, a Delaware limited liability company, and (iii) indirect 45% ownership interest in Atlantic Coast Pipeline, LLC, a Delaware limited liability company.
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ROFO Interests has the meaning set forth in Section 4.3.
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ROFO Interests has the meaning ascribed to that term in clause 12.1;
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ROFO Interests has the meaning given to it in Section 13.04(a). “ROFO Notice” has the meaning given to it in Section 13.04(a).
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Related to ROFO Interests

  • Transferred Interests has the meaning set forth in the Recitals.

  • Membership Interests has the meaning set forth in the recitals.

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • Class B Interests As set forth in the Trust Agreement.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Acquired Interests has the meaning set forth in the Recitals.

  • Subject Interests means Assignor’s undivided interests in the Subject Lands, as determined prior to giving effect to this Conveyance (or as may be made part of the Subject Interests pursuant to Section 3.1 or 3.2 of the Development Agreement), whether as lessee under leases, as an owner of the Subject Minerals (or the right to extract such Minerals) or otherwise, by virtue of which undivided interests Assignor has the right to conduct exploration, drilling, development and Mineral production operations on the Subject Lands, or to cause such operations to be conducted, or to participate in such operations by paying and bearing all or any part of the costs, risks and liabilities of such operations, to drill, test, complete, equip, operate and produce xxxxx to exploit the Minerals. The “Subject Interests” (a) may be owned by Assignor pursuant to leases, deeds, operating, pooling or unitization agreements, orders or any other instruments, agreements or documents, recorded or unrecorded, (b) include any and all extensions or renewals of leases covering the Subject Lands (or any portion thereof) obtained by Assignor, or any Affiliate thereof, within six (6) months after the expiration or termination of any such lease, and (c) are subject to the Permitted Encumbrances. For the avoidance of doubt, the “Subject Interests” do not include: (i) Assignor’s interests in the Excluded Assets; (ii) Assignor’s rights to substances other than Minerals; (iii) Assignor’s rights to Minerals (other than Assignee Minerals) under contracts for the purchase, sale, transportation, storage, processing or other handling or disposition of Minerals; (iv) Assignor’s interests in, or rights to Minerals (other than Assignee Minerals) held in pipelines, gathering systems, storage facilities, processing facilities or other equipment or facilities, other than Development Xxxxx; or (v) any additional or enlarged interests in the Development Xxxxx, Subject Lands or Subject Minerals acquired by Assignor after the Closing Time, except (1) to the extent any such additional or enlarged interest becomes a part of the Subject Interests by amendment to this Conveyance pursuant to Section 3.1 or 3.2 of the Development Agreement, (2) as may result from the operation of the terms of the instruments creating the Subject Interests, or (3) as may be reflected in extensions and renewals covered by the preceding sentence.

  • Company Interests has the meaning set forth in the Recitals.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Allocated interests means the following interests allocated to each unit:

  • LLC Interest means a membership interest or similar interest in a limited liability company.