Examples of ROFO Party in a sentence
Seller shall promptly provide notice to Purchaser of its receipt of any notice or other communication, written or oral, from any ROFO Party to exercise, or to decline to exercise, such ROFO Right, and, in the case of a written communication, copies thereof.
If any ROFO Party exercises its ROFO Rights (each, a “ROFO Election”), this Agreement shall automatically terminate.
The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the ROFO Party to make a responsive offer to enter into the Proposed Transaction with the Seller, which terms, conditions and details shall include any material terms, conditions or other details that the Seller would propose to provide to non-Affiliates in connection with the Proposed Transaction.
The ROFO Party shall have 30 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with the Seller (the “ROFO Response”).
If no ROFO Response is delivered by the ROFO Party within such 30 day period, then the ROFO Party shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and the Seller shall be free to enter into a Proposed Transaction with any third party on terms and conditions determined in the sole discretion of the Seller.
The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the ROFO Party proposes to pay for the ROFO Asset and the other material terms of the purchase) pursuant to which the ROFO Party would be willing to enter into a binding agreement for the Proposed Transaction.
If the Seller and the ROFO Party are unable to agree on such terms during such 30-day period, the Seller may Transfer the ROFO Asset to any third party on terms not materially more favorable to the Seller than the last written offer proposed during negotiations with the ROFO Party pursuant to this Section 6.2(b).
The preceding sentence in no way effects Managing Member’s rights otherwise provided in this Section 6.7 with respect to any Investment Opportunities that are not the subject of Non-Managing Member’s obligations to Senior ROFO Party.
It is the substance of the relationship that is important, rather than a strict requirement that the lawyer hold a practising certificate.
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.