ROFO Rights definition

ROFO Rights shall have the meaning set forth in Clause 16.7.
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ROFO Rights means the pre-emptive rights of the joint venture partners of Dexter described in Sections 9.03(a), (b) and (c) and therein defined as the "Japanese ROFO," the "South Africa ROFO" and the "Venezuela ROFO," respectively.
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ROFO Rights has the meaning set forth in the definition of Pro Rata Portion.
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Examples of ROFO Rights in a sentence

  • In addition, with respect to any claim asserted or damage suffered by it with respect to any ROFO Rights, Purchaser shall first look to the issuer of its title insurance policy.

  • Seller has further informed Purchaser that notice of the transaction contemplated hereunder has been given to each of the ROFO Parties in accordance with the ROFO Rights (the “ROFO Notice”).

  • Subject to the ROFO Rights as provided in Section 7.4 above, the execution and delivery of this Agreement and the performance of Seller’s obligations hereunder have been or will be duly authorized by all necessary action on the part of Seller, and this Agreement constitutes the legal, valid and binding obligation of Seller.

  • If any ROFO Party exercises its ROFO Rights (each, a “ROFO Election”), this Agreement shall automatically terminate.

  • For all sales or transfers pursuant to Section 3.02 (other than Sections 3.02(a) and (b)), the Non-Selling Shareholder shall have the right (but not the obligation) to assign its ROFO Rights in whole or in part to any Person; provided, however, that, notwithstanding the foregoing, in the case of a Whole Block Sale the LATAM Controlling Shareholders may only assign its ROFO Rights to a Person approved in advance by the LATAM Board and whose purchase would not have an Adverse Effect.

  • Time is of the essence in the exercise of LESSEE’s ROFO Rights as set forth above.

  • If Tenant does not exercise such right to offer to purchase or the parties do not reach agreement during such 30-day negotiation period, Landlord shall provide Tenant with ten (10) days’ prior Notice of any subsequent Sale and any Sale Agreement with respect to such Puerto Rico Premises, which Notice shall include evidence of Landlord’s compliance with all of the foregoing clauses (a)-(c), and all of Tenant’s PR ROFO Rights in this clause (d).

  • The giving of an Offer Notice shall constitute an offer (the “Offer”) by the Purchaser to license or sell to Novartis such ROFO Rights on the terms set forth in such notice.

  • The General Risk Disclosure Notice sets out the particular investment risk of investing in complex financial instruments.

  • If the Purchaser does not enter into definitive agreements with a Third Party during such one hundred and eighty (180) day period, then the right of the Purchaser to license or sell such ROFO Rights under the preceding sentence shall terminate, and the Purchaser shall again comply with the procedures set forth in this Clause 16.7 with respect to any proposed license or sale of ROFO Rights to a Third Party.

Related to ROFO Rights

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

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

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • ROFO Period is defined in Section 6.1(a).

  • Tag-Along Rights has the meaning set forth in Section 5.2.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Tag-Along Right shall have the meaning set forth in Section 4.2.

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • Transferable development right means a right to develop and use land that

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • Preemptive Rights is defined in Section 4.8(b).

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Put Right has the meaning set forth in Section 8.05(a).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

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

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Preemptive Right has the meaning set forth in Section 9.6(a).

  • Use Rights means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms.

  • Option Right means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 of this Plan.

  • Development rights means any right or combination of rights reserved by a declarant in the declaration to:

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Third Party Offer has the meaning set forth in Section 3.2.2(a).