ROFO Offered Interests definition

ROFO Offered Interests. “ROFO Offered Interests” has the meaning given in Section 10.3.2.
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ROFO Offered Interests shall have the meaning set forth in Section 4.7(a).
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ROFO Offered Interests is defined in Section 9.4(a)(i).
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Examples of ROFO Offered Interests in a sentence

  • If the Selling Member does not complete the sale of the ROFO Offered Interests within the aforementioned one hundred eighty (180) day period, the provisions of this Section 9.4 shall again apply, and no sale of such ROFO Offered Interests by the Selling Member shall be made otherwise than in accordance with the terms of this Agreement.

  • If the ROFO Recipients shall fail to elect in accordance with the provisions of this Section 9.4(a)(ii) to make a ROFO Offer, then the ROFO Recipients shall be deemed to have declined to purchase any of the ROFO Offered Interests.

  • The closing of purchases of the ROFO Offered Interests by a Buying Member shall be made in strict accordance with the time requirements set forth in Section 9.4(a) (except as may be modified by the Gaming Authorities) and in accordance with definitive transfer agreements reasonably acceptable to the Selling Member and such Buying Member at the principal offices of the Company.

  • Any Third Party Transferee to whom ROFO Offered Interests are Transferred pursuant to and in compliance with this Agreement (provided that such ROFO Offered Interests are direct Interests in the Company) shall, upon consummation of such Transfer, be deemed a Member for purposes of this Agreement and be deemed to have agreed to be bound by this Agreement.

  • If a ROFO Recipient desires to purchase the ROFO Offered Interests, such ROFO Recipient shall exercise such right by delivering to all Capital Members within thirty (30) days following its receipt of the ROFO Offer Notice (the “ROFO Offer Period”), a written bona fide irrevocable offer (a “ROFO Offer”) electing to purchase the ROFO Offered Interests.

  • The Transferring Party shall make the following representations and warranties to the Acquiring Party in connection with such Transfer: (i) in the case of ROFR Offered Interests, the representations and warranties set forth in the applicable ROFR Offer Notice, and (ii) in the case of ROFO Offered Interests, Applicable Transfer Representations and Warranties.

  • If a ROFO Recipient desires to purchase the ROFO Offered Interests, such ROFO Recipient shall exercise such right by delivering to all Members within thirty (30) days following its receipt of the ROFO Offer Notice (the “ROFO Offer Period”), a written bona fide irrevocable offer (a “ROFO Offer”) electing to purchase the ROFO Offered Interests.

  • Upon any timely delivery of a ROFO Return Notice by any Party, such Party and the Transferring Party shall negotiate exclusively and in good faith for forty-five (45) days, unless otherwise agreed by those Parties, the terms of the Transfer of the ROFO Offered Interests.


More Definitions of ROFO Offered Interests

ROFO Offered Interests. The Transfer Offer offered to the ROFO Non-Initiating Member is the “ROFO Offer”.)
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Related to ROFO Offered Interests

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

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

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

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

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

  • 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.

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

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

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

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

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

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

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

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

  • 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 Key Holders or Investors.

  • Proposed Transaction is defined in Section 6.2(a).

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

  • 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.

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

  • 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;

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

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