ROFO Rightholders definition

ROFO Rightholders has the meaning set forth in Section 10.3(a).
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ROFO Rightholders means all Class A Members, other than the Offering Member, holding greater than two percent (2%) of the total number of outstanding Units (or applicable Unit Equivalents).
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ROFO Rightholders means, in the case of a proposed Transfer of Sale Units, all Preferred Unitholders and Common Unitholders other than the Offering Partner.
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Examples of ROFO Rightholders in a sentence

  • Each time the Offering Member desires to Transfer any of its Units (or applicable Unit Equivalents) (other than Transfers that (i) are permitted by Section 10.2 or (ii) are required to be made by a Member pursuant to Section 10.4), the Offering Member shall first make an offering of the Offered Units to the Company, first, and the ROFO Rightholders, second, all in accordance with the following provisions of this Section 10.3, prior to Transferring such Offered Units to any third party Transferee.

  • In addition, each ROFO Rightholder shall include in its Member ROFO Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other ROFO Rightholders do not exercise their rights to purchase their entire Pro Rata Portions of the remaining Offered Units.

  • For the avoidance of doubt, in the event the Selling Lender desires to sell the Offered Notes, or any part thereof, to any third party purchaser at a price lower than the Offer Price, the Selling Lender shall deliver a further Offer Notice to each of the ROFO Rightholders.

  • If the applicable ROFO Rightholders do not, in the aggregate, elect to purchase all of the remaining ROFO Interests based on their respective ROFO Pro Rata Portions, each applicable ROFO Rightholder electing pursuant to purchase its entire ROFO Pro Rata Portion of remaining ROFO Interests shall have the right to purchase all or any of the remaining ROFO Interests not elected to be purchased by the other applicable ROFO Rightholders.

  • If multiple ROFO Rightholders have accepted the Rightholder Offer, then the ROFO Offered Shares shall be allocable among all such accepting ROFO Rightholders in accordance with such ROFO Rightholders’ Fully Diluted Percentages.

  • The Applicable ROFO Rightholders shall have the rights set forth in this Section 3.3(b).

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  • Following delivery of the Disposition Notice, the Applicable ROFO Rightholders shall have the right to purchase the Applicable Offered Units.

  • The Disposition Notice shall constitute the Disposing Member’s offer to sell the Offered Units to the Applicable ROFO Rightholders for the consideration to be paid by such Independent Third Party or other Member as described in the Disposition Notice, which offer shall be irrevocable for a period of 60 days.

  • If at any time a Member (the “Disposing Member”) desires to Dispose of any of its Units (the “Offered Units”) to an Independent Third Party or another Member, prior to offering such Units to such Person, such Member will, first, obtain the consent of the Manager and, following receipt of such consent, provide written notice (a “Disposition Notice”) to the Company and the Applicable ROFO Rightholders prior to the proposed Disposition.