ROFO Offered Interest definition

ROFO Offered Interest has the meaning set forth in Section 8.5(a).
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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 Regulations promulgated thereunder) of an Affiliated REIT. “Trust” means AustralianSuper. 17 “United States” or “U.S.” means the...
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ROFO Offered Interest has the meaning set forth in Section 15.02(b)(i).
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Examples of ROFO Offered Interest in a sentence

  • In the event more than one ROFO Recipient Member elects the ROFO Purchase Option, the electing ROFO Recipient Members shall purchase the ROFO Offered Interest (and shall comply with the monetary obligations of this Section 8.5) on a pro-rata basis.

  • Notwithstanding anything to the contrary set forth in this Section 8.5, without the prior written consent of all Members, (i) the buyer of the ROFO Offered Interest pursuant to this Section 8.5(d) must be a Qualified Transferee, and (ii) the Transfer pursuant to this Section 8.5(d) must comply with the provisions of Section 8.1(c).

  • In addition, if the Purchasing Member should default in its obligation to purchase the Subject Interest pursuant to Section 8.5, the Selling Member may thereafter sell the ROFO Offered Interest for such purchase price and upon such terms (whether the same or different than those contained in the ROFO Notice) as it deems appropriate without complying with the terms of Section 8.1(a) or Section 8.5 except that any such Transfer must comply with the last sentence of Section 8.5(d).

Related to ROFO Offered Interest

  • Offered Interest has the meaning set forth in Section 11.2.1.

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

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

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

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

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

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

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • 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.

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Co-Sale Notice has the meaning set forth in Section 2.4(b).

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

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • 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.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.