Examples of ROFO Price in a sentence
No later than one (1) Business Day after delivery of a ROFO Acceptance, the Other Member shall deliver a cash deposit in an amount equal to one percent (1%) of the applicable ROFO Price (a “ROFO Deposit”) to a title company mutually acceptable to the Members located in New York, New York (and in the case of a Hotel Sale where the Other Member elects to purchase less than all of the Hotels offered by the Initiating Member pursuant to the Sale Notice, the ROFO Price shall be adjusted accordingly).
If Borrower does not timely make a ROFO Election or affirmatively waives its ROFO or if, after making a timely ROFO Election, Borrower fails to make the ROFO Prepayment within ten (10) Business Days of the ROFO Election, Lender shall be free to proceed to consummate the ROFO Transfer with respect to the Offered Interest to any Qualified Transferee including any Limited Transferee at a price not less than 97% of the ROFO Price.
Such sales shall be effected by the ROFO Seller’s delivery of the ROFO Units, free and clear of all Encumbrances (other than restrictions imposed by the governing documents of the Company and securities laws), to the ROFO Non-Selling Member, against payment to the ROFO Seller of the ROFO Price by the ROFO Non-Selling Member and on the terms and conditions specified in the ROFO Units Purchase Agreement.
If no Offeree delivers a ROFO Offer Notice in accordance with Section 3.6(c), the Transferor may, during the 180 day period immediately following the expiration of the ROFO Notice Period (which period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any Government Approvals) (the “Waived ROFO Transfer Period”), Transfer all of the Offered Shares to a Third Party at a price no lower than the ROFO Price.
Upon receipt of the Offer Notice, each Offeree (each, a “Purchasing Offeree”) shall have 10 Business Days (the “ROFO Notice Period”) to elect to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFO Offer Notice”) to the Transferor stating that it elects to purchase such Offered Shares at the ROFO Price, payable in cash at closing.