ROFO Sale definition

ROFO Sale has the meaning set forth in Section 2.2(a).
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ROFO Sale is defined in Section 10.06(e).
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ROFO Sale means (a) if after the 5-year anniversary of the Closing and prior to the Initial Public Offering, then any transfer of Shares other than pursuant to Section 3.2, Section 3.4 or Section 3.5 and (b) if after the Initial Public Offering, then any transfer of Shares other than pursuant to Section 3.2, Section 3.4, Section 3.5, Section 3.7 or Article IV, in each case unless a Control Event has occurred, in which case no transfer of Shares shall be a ROFO Sale.
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Examples of ROFO Sale in a sentence

  • Such ROFO Sale shall be on an “as is” and “where is” basis with no representations or warranties other than the Required Representations.

  • The obligation of the Recipient(s) to pay the purchase price in connection with a ROFO Sale or ROFR Sale shall be conditioned upon the Interest being transferred free and clear of all liens, claims and encumbrances, other than permitted liens, claims and encumbrances that were waived by the Recipient(s) and deducted in determining the applicable price of the Interest and permitted liens, claims and encumbrances securing indebtedness of the Partnership or the Investment Entities.

  • The closing of such ROFO Sale shall be held no later than sixty (60) days from the date the Recipient(s) deliver the ROFO Election (the “ROFO Closing Period”).

  • Prior to or at the closing of any ROFO Sale or ROFR Sale, the General Partner shall supply to the Recipient(s) all documents customarily required (or reasonably required by the Recipient(s)) to make a good and sufficient conveyance of such Interest to the Recipient(s), which documents shall be in form and substance reasonably satisfactory to the Recipient(s) and the Initiator.

  • Except for brokers engaged by the Partnership in connection with a Forced Sale, no brokerage fees or commissions shall be payable by the Partnership in connection with any ROFO Sale or ROFR Sale, and each Partner shall indemnify and hold harmless the Partnership and the other Partners from and against any such claims made based upon the actions of such Partner, including any fees and expenses in defending any such claims.

  • If all or any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated.

  • The ROFO Initiation Notice shall state the number and type of Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale.

  • The ROFO Notice shall include the material terms of the ROFO Sale Offering, including the proposed purchase price (the “ROFO Purchase Price”).

  • The period prior to the ROFO closing date, including any due diligence inspections, and the closing under the Right of First Offer shall be conducted in accordance with the terms of the ROFO Sale Offering.

  • The Initiating ROFO Seller(s) in any ROFO Sale shall, in its sole discretion, decide the terms and conditions of such ROFO Sale and whether or not to pursue, consummate, postpone or abandon such ROFO Sale.


More Definitions of ROFO Sale

ROFO Sale has the meaning set forth in Section 5.1(b).
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ROFO Sale has the meaning set forth in Section 3.09(a).
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ROFO Sale has the meaning set forth in Section 4.05(b).
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ROFO Sale has the meaning set forth in Section 2.2(a). (zz) “ROFO Sale Period” has the meaning set forth in Section 2.2(d). (aaa) “ROFO Shares” has the meaning set forth in Section 2.2(a).
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ROFO Sale has the meaning set forth in Section 17.4.
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ROFO Sale shall have the meaning provided in Section 12.5(a).
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Related to ROFO Sale

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

  • 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.

  • Co-Sale Notice has the meaning set forth in Section 5.3.

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

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

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

  • Approved Sale has the meaning set forth in 2.1(d).

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

  • Disposition Notice is defined in Section 5.2(a).

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

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

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

  • Sale Notice has the meaning set forth in Section 3.04(b).

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

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

  • 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.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

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

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Managers (or any similar governing body of any surviving or resulting Person).

  • 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.

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

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Transferring Member has the meaning set forth in Section 9.4.