ROFO Rightholders definition

ROFO Rightholders has the meaning set forth in Section 10.3(a).
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).

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.

  • Other acceptable answer pointers included use of theoretical capacity/sizing exercises, analysis of network peaks, use of monitoring software during testing and pilot schemes prior to full implementation.

  • The ROFO Rightholders may waive their respective rights under this Section 3.3 prior to the expiration of the Offer Period by giving written notice to the ROFO Seller, with a copy to the Company.

  • 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.

  • The Sato-Vartia weight wY for the logit itchange in industry i’s gross output is: Y m(Yit/Vt‚Yit+1 /Vt+1 ) wit = ∑[m(Y /V ‚Y/V ) – m(M/V ‚M.

  • If the ROFO Rightholders have collectively offered to purchase all, but not less than all, of the Subject Securities under Section 3.3(b), then the ROFO Seller may, within seven (7) days of the delivery of the last written notice of the exercise from the ROFO Rightholders accept the offer of the ROFO Rightholders to purchase all, but not less than all, of the Subject Securities in accordance with Section 3.3(e) (the “ROFO Acceptance Period”).

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

Related to ROFO Rightholders

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).