ROFO Response Notice definition

ROFO Response Notice shall have the meaning ascribed to it in Clause 5.2.4(i);
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ROFO Response Notice has the meaning specified in Section 3.03(b).
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ROFO Response Notice is defined in Section 11.1(a) hereof.
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Examples of ROFO Response Notice in a sentence

  • The Rights Party’s failure to provide a ROFO Response Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares.

  • It is acknowledged and agreed that: (a) the Drag Sale Transferor shall not be obliged to accept the offer made by REA in the ROFO Application; and (b) if no ROFO Response Notice is sent by the Drag Sale Transferor by the end of the ROFO Response Expiration Date, the Drag Sale Transferor shall be deemed to have rejected REA’s ROFO Application, and such ROFO Application shall then be automatically revoked pursuant to Clause 5.2.3.

  • Any such Transfer shall be for consideration greater than that specified in the ROFO Response Notice.

  • In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell its entire Percentage Interest or any of the Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price and Terms.

  • In connection with any proposed indirect Transfer of Units through a Member Entity Transfer subject to this Section 8.04, the Transferring Member shall include the Member Unit ROFO Price and shall certify its basis in the relevant Units for U.S. federal income tax purposes in the ROFO Response Notice.

  • Any Buy/Sell Notice made with respect to all of the Qualified Assets in connection with an Event of Default shall supersede and render of no further effect any Buy/Sell Notice or ROFO Notice (x) made with respect to less than all of the Qualified Assets and (y) to which no Buy/Sell Response Notice or ROFO Response Notice, as the case may be, has been provided to the Buy/Sell Offering Partner or ROFO Offering Partner, as the case may be.

  • In the event that any ROFO Offeree does not elect to purchase its Pro Rata Amount (or any portion thereof) during such ten (10) calendar day period, then the Lead Offeree(s) shall be obligated to purchase all such unelected Pro Rata Amounts (if and to the extent the ROFO Party accepts the offer to purchase) on the terms and conditions set forth in the ROFO Response Notice.

  • In the event that any ROFO Offeree does not elect to purchase its Pro Rata Amount (or any portion thereof) during such five (5) calendar day period, then the Lead Offeree(s) shall be obligated to purchase all such unelected Pro Rata Amounts (if and to the extent the ROFO Party accepts the offer to purchase) on the terms and conditions set forth in the ROFO Response Notice (as defined below).

  • By written notification (the "ROFO Response Notice") delivered by the Lead Offeree within thirty (30) calendar days after delivery by the ROFO Party of the ROFO Notice, such Lead Offeree shall make an offer to the ROFO Party (with a copy to the other ROFO Offerees that have elected to participate in the offer pursuant to this Section 2.3(b)) to purchase the Subject Shares, on the price and terms contained in the ROFO Response Notice, on behalf of all ROFO Offerees electing to participate.

  • Notwithstanding anything to the contrary herein, Landlord is under no obligation to accept Tenant’s Terms or Tenant’s Offer Price and may, in the event that a ROFO Response Notice described in clause (iii) of this Section 3.02 is sent, pursue a sale of the Premises to a third party pursuant to the terms of Section 3.04 herein.


More Definitions of ROFO Response Notice

ROFO Response Notice shall have the meaning set forth in Section 2.3.
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ROFO Response Notice has the meaning given in clause 15.2;
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ROFO Response Notice shall have the meaning ascribed to it in Article 44.
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Related to ROFO Response Notice

  • Response Notice is defined in Section 14.3(b)(ii).

  • Repurchase Response Notice means a notice delivered by the Indenture Trustee at the direction of the Administrator to a Noteholder or Note Owner indicating that a Repurchase Request is unresolved.

  • Response Period has the meaning set forth in Section 9.6(a).

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

  • Rejection Notice has the meaning specified in Section 2.05(b)(v).

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Response Deadline means 60 days after the Administrator mails Notice to Class Members and Aggrieved Employees, and shall be the last date on which Class Members may: (a) fax, email, or mail Requests for Exclusion from the Settlement, or (b) fax, email, or mail his or her Objection to the Settlement. Class Members to whom Notice Packets are resent after having been returned undeliverable to the Administrator shall have an additional 14 calendar days beyond the Response Deadline has expired.

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • PAGA Notice means Plaintiff’s October 27, 2022, letter to Ansible and the LWDA providing notice pursuant to Labor Code section 2699.3, subd.(a).

  • Acceptance Notice has the meaning set forth in Section 9.2(d)(iii).

  • OJEU Notice means the contract notice published in the Official Journal of the European Union.

  • FOIA Notice means a decision notice, enforcement notice and/or an information notice;

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

  • 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).

  • Notice Deadline means 2.30 p.m. (Dublin time), provided that the Notice Deadline in respect of any Series of ETP Securities may be adjusted by agreement between the Issuer and the Margin Loan Provider with effect from the fifth calendar day following the date on which notice of such adjustment is given to the holders in accordance with Condition 17.

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

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

  • Margin Notice Deadline the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Offering Notice has the meaning set forth in Section 4.3(b).

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

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Timely Notice means a stockholder’s notice to the Secretary of the Corporation which must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before, or more than sixty (60) days after, such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which the date that such annual meeting was Publicly Disclosed (as defined above).

  • Offeror’s Notice means the notice described in Section 12.3.

  • 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;

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).