ROFO Parties definition

ROFO Parties has the meaning set forth in Section 4.2(a).
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ROFO Parties has the meaning set forth in Section 2(a).
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ROFO Parties has the meaning set forth in Section 4.4(a). “Services Costs” means the costs attributable to Development Services provided by each Party Operator as set forth in the Annual Plan and Budget or as determined pursuant to Section 2.11(d). “Share of Development Costs” means, with respect to any Party, (i) such Party's Working Interest share of Development Costs to the extent such Development Costs relate to such Party's Working Interest in any Subject Asset and (ii) such Party's Participating Interest share of Development Costs in all other cases. “Subject Assets” means all right, title and interest of the Parties within the Development Area in and to the Oil and Gas Assets and any Leases and related assets acquired under ARTICLE V, insofar and only insofar as such Leases and related assets cover or relate to depths within the Marcellus Formation, in each case, in which two or more non-Affiliated Parties hold an interest. For clarity, except as expressly provided in ARTICLE V, all Leases and related assets owned by one or more Parties within the Development Area that cover depths outside the Marcellus Formation shall not be Subject Assets or subject to this Agreement. “Tax Partnership” has the meaning set forth in Section 6.1. “Tax Partnership Account” has the meaning set forth in the Acquisition Agreement. “Tax Partnership Agreement” has the meaning set forth in the Acquisition Agreement. “Tax Purposes” has the meaning set forth in Section 6.1. “Termination Date” has the meaning set forth in Section 10.1. “Third Party” or “Third Parties” means any Person not a Party or an Affiliate of a Party. “Third Party Operating Agreement” means an operating agreement to which there are Persons other than (or in addition to) the Parties and a Party Operator that are parties and that burden certain of the Subject Assets within the Development Area. “Third Party Operator” means a Third Party under a Third Party Operating Agreement that is not a Party Operator. “Total Amount” has the meaning set forth in the Acquisition Agreement. “Total Amount in Default” means, as of any time, the following amounts:
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Examples of ROFO Parties in a sentence

  • Seller has further informed Purchaser that notice of the transaction contemplated hereunder has been given to each of the ROFO Parties in accordance with the ROFO Rights (the “ROFO Notice”).

  • The ROFO Seller(s) will negotiate in good faith for a period of not less than 21 days after the date of the ROFO Notice with any ROFO Parties who express an interest in acquiring the ROFO Shares.

  • The ROFO Parties shall be entitled, but not required, within 21 days after the delivery date of the ROFO Notice, to deliver a cash offer notice (an “ROFO Offer Notice”) to the ROFO Seller of their offer for all, or any portion, of the ROFO Shares set forth in the ROFO Notice.

  • It is the substance of the relationship that is important, rather than a strict requirement that the lawyer hold a practising certificate.

  • The Company, the ROFO Seller, and the ROFO Parties shall cooperate in good faith in obtaining all necessary governmental and third-party consents, approvals or waivers required for the closing.

  • The ROFO Notice shall constitute a binding offer (the “ROFO Offer”) by the Transferor to Transfer to the ROFO Parties the Offered Interest at the price and upon the terms specified in the ROFO Notice and such offer shall be irrevocable for 30 days following receipt by the ROFO Parties.

  • If the ROFO Seller does not deliver a ROFO Acceptance Notice within such 15 day period, the ROFO Parties shall, for a period of 60 days from the date the ROFO Seller received the ROFO Units Purchase Agreement (or such shorter period as they agree), negotiate in good faith the terms of the ROFO Units Purchase Agreement.

  • Any ROFO Party may accept such ROFO Offer and acquire all but not less than all of the Offered Interest by giving written notice of the same to the Transferor within such 30-day period; provided that if more than one ROFO Party accepts such ROFO Offer then, unless such ROFO Parties otherwise agree, each ROFO Party shall acquire a pro rata portion of the Offered Interest based on the relative Participating Interests of each accepting ROFO Party.

  • Upon agreement by the ROFO Parties, the ROFO Parties shall execute the ROFO Units Purchase Agreement and deliver a copy to the Company.

  • The ROFO Parties shall have the right but not the obligation to elect to acquire such Offered Interest on the terms and conditions set forth in the ROFO Notice.


More Definitions of ROFO Parties

ROFO Parties shall have the meaning as set forth in Clause 7.3.1; “ROFO Securities” shall have the meaning as set forth in Clause 7.3.1; “ROFO Terms” shall have the meaning as set forth in Clause 7.3.2; “ROFO Transferor” shall have the meaning as set forth in Clause 7.3.1; “Rules” shall have the meaning as set forth in Clause 17.1(a);
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ROFO Parties has the meaning set forth in Section 9.4(a).
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Related to ROFO Parties

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Parties has the meaning set forth in the Preamble.

  • Acquiring Party means the person acquiring control of a bank through the purchase of stock;

  • Selling Parties has the meaning assigned to such term in the Preamble.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

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

  • Notice Parties means those Persons who are required to receive notice of filings made with the CPUC pursuant to A. 00-00-000.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Non-Party Affiliates has the meaning set forth in Section 10.15.

  • Third Party Owner means any person who is the legal or beneficial owner (including a Lessor) of any Assets used or occupied by, or in the possession of the Deed Company as at the Appointment Date.

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

  • Seller Affiliates has the meaning ascribed thereto in Section 2.8.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Participating Party means an enterprise or public body that has committed itself to reaching certain objectives under a voluntary agreement, or is covered by a national regulatory policy instrument;

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

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).

  • Party/Parties means Buyer and Seller individually/collectively.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.