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.
Sample 1

Examples of ROFO Purchase Notice in a sentence

  • 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 OW Group’s account designated in the ROFO Sale Notice.

  • For avoidance of doubt, Landlord shall not Take to Market or accept an Unsolicited Offer before Substantial Completion and before submittal of a ROFO Purchase Notice to Tenant.

  • 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.

  • 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).

  • 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.

  • If the Company wishes to purchase (and/or cause a designee to purchase) all or a portion of the ROFO Shares at the ROFO Sale Price, the Company shall deliver a notice (a “ ROFO Purchase Notice ”) to the OW Group no later 8:00 a.m. New York time on the business day that the OW 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 OW Group.

  • If, in the Take to Market scenario, Tenant elects not to purchase the Offered Property or fails to exercise its ROFO, and Landlord proceeds to take the Offered Property to market, Tenant will have a ROFR to purchase the Offered Property on the terms of a bona fide offer from an unrelated purchaser (the “Solicited Offeror”) if such offer contains a purchase price that is more than five percent (5%) lower than that which was set forth in the ROFO Purchase Notice.

  • 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.

  • 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.

  • Landlord shall not submit a ROFO Purchase Notice before Substantial Completion (defined in the Work Letter, Addendum [X]) under either the Take to Market or Unsolicited Offeror scenario.

Related to ROFO Purchase Notice

  • Purchase Notice has the meaning set forth in Section 1.2.

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Repurchase Notice has the meaning set forth in Section 8.6(a).

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • ROFO Notice is defined in Section 6.2(a).

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

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Co-Sale Notice has the meaning set forth in Section 4.3.

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Release Notice has the meaning specified in Section 11.19(b).

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Additional Accelerated Purchase Notice means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Additional Accelerated Purchase Share Amount at the Additional Accelerated Purchase Price for such Additional Accelerated Purchase in accordance with this Agreement, and specifying any Additional Accelerated Purchase Minimum Price Threshold determined by the Company.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).