ROFO Purchase Notice definition

ROFO Purchase Notice has the meaning set forth in Section 7.2(b).
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ROFO Purchase Notice to the Farids Group no later 8:00 a.m. New York time on the business day that the Farids Group proposes to effect such 144 Sale specifying the number of ROFO Shares it wishes to purchase (and/or cause a designee to purchase) from the Farids Group. The closing of the purchase of such ROFO Shares by the Company and/or any such designee shall take place no later than five (5) business days after delivery of the ROFO Purchase Notice, with payment for such ROFO Shares being made concurrently with such purchase to the Farids Group’s account designated in the ROFO Sale Notice. If the Company does not timely deliver a ROFO Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFO Sale Notice.
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Examples of ROFO Purchase Notice in a sentence

  • Failure by a ROFO Member to timely deliver a ROFO Purchase Notice shall be deemed an election by such ROFO Member not to exercise its ROFO Right.

  • Tenant will have thirty (30) days after receipt of a complete and correct copy of the ROFO Purchase Notice and the ROFO/ROFR Purchase Agreement (the “ROFO Exercise Period”) to exercise its ROFO to purchase the Offered Property for the economic terms set forth in the ROFO Purchase Notice.

  • Tenant shall have sixty (60) days after receipt of the ROFO Notice (the “ROFO Exercise Period”) to exercise its Right of First Offer to purchase the Property for the economic terms set forth in the ROFO Purchase Notice.

  • For example, if the Change in Control ROFO Purchase Notice references a proposed transaction whereby a fifty percent (50%) interest in Landlord is to be conveyed for consideration of Twenty-Five Million Dollars ($25,000,000), the Purchase Price for the Offered Property under the ROFO/ROFR Purchase Agreement would be Fifty Million Dollars ($50,000,000).

  • Landlord shall have sixty (60) days after receipt of the ROFO Notice (the “ROFO Exercise Period”) to exercise its Right of First Offer to purchase the Leasehold Estate for the economic terms set forth in the ROFO Purchase Notice.

  • If Tenant rejects the terms set forth in the ROFO Purchase Notice or fails timely to respond thereto (which shall be deemed rejection), then for a period of three (3) months after delivery of the ROFO Purchase Notice (“Three Month Period”), Landlord shall be entitled to open an escrow to sell, exchange, convey or otherwise transfer the Property to any third party for a price that is not less than ninety five percent (95%) of the purchase price offered in the ROFO Purchase Notice.

  • A Change in Control ROFO Purchase Notice will be deemed a ROFO Purchase Notice and Sections 5, 6 and 7 of this Exhibit G apply.

  • At the time Landlord delivers a Change in Control ROFO Purchase Notice, Landlord will also deliver to Tenant a ROFO/ROFR Purchase Agreement executed by Landlord for Tenant’s potential purchase of the Premises, with the purchase price determined by dividing the purchase price shown on the Change in Control ROFO Purchase Notice by the percentage interest in Landlord proposed to be conveyed.

  • If, in the Unsolicited Offer scenario, the Unsolicited Offeror negotiates a purchase price that is more than ten percent (10%) lower than that which is set forth in the ROFO Purchase Notice or on terms and conditions materially different than those set forth in the ROFO Purchase Notice, before Landlord may enter into a contract with said Unsolicited Offeror, Landlord must again deliver a ROFO Purchase Notice to Tenant setting forth the proposed changes, and the terms of this Exhibit I will apply again.

  • If the Company does not timely deliver a ROFO Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFO Sale Notice.