ROFO Sale definition

ROFO Sale has the meaning set forth in Section 2.2(a).
Sample 1Sample 2Sample 3
ROFO Sale has the meaning set forth in Section 5.1(b).
Sample 1Sample 2Sample 3
ROFO Sale is defined in Section 10.06(e).
Sample 1Sample 2Sample 3

Examples of ROFO Sale in a sentence

  • Such ROFO Notice shall contain the material terms and conditions of the proposed ROFO Sale and shall identify the proposed transferee of such interest, if known.

  • If a Transfer of Subject Securities to which this Clause 13 applies is not completed within the Permitted Sale Period, the ROFO Notice and all ROFO Offer Notices, ROFO Sale Notices and Excess Securities Notices (if any) issued with respect to the relevant proposed Transfer shall be null and void, and the ROFO Sellers and ROFO AHG Shareholders shall be required to comply with the terms and conditions of this Clause 13 again should the ROFO Sellers wish to consummate a Transfer of such Subject Securities.

  • If the Company does not timely deliver a ROFO Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFO Sale Notice.

  • If the Investor notifies the Promoter Group that it does not accept the ROFO Sale Price or if the Investor does not deliver a ROFO Acceptance Notice within the ROFO Offer Period, then, the Investor will have the right (but not the obligation), at its sole discretion, to sell all but not less than all the ROFO Shares to any Third Party(ies) not being a Competitor or a Prohibited Person, and at a price which is higher than the ROFO Sale Price.

  • The ROFO Exercise Notice will contain (a) a binding offer, which remains open for the time periods specified in Article 211.2.4, to purchase all of the ROFO Shares and (b) the price at which the Promoter Group is desirous of purchasing all (but not less than all) of the ROFO Shares ("ROFO Sale Price") and without any other terms and conditions.

  • The Member proposing to make a Transfer that would be subject to this Section 5.1(b) (a “ROFO Sale”) must deliver written notice of such ROFO Sale (the “ROFO Notice”) to the other Member not later than 30 days prior to the proposed closing date of such ROFO Sale.

  • If by the expiration of the ROFR Transfer Period, the OW Group has not completed the Transfer of the ROFR Shares, in order for the OW Group to Transfer such ROFR Shares (or any other Shares) it shall be necessary for a new ROFO Sale Notice or ROFR Sale Notice to be delivered, and the terms and provisions of this Article VII to be again complied with.

  • The OW Group shall not deliver more than one ROFO Sale Notice or ROFR Sale Notice in any thirty (30) day period.

  • The Investor will issue a written notice ( "ROFO Sale Notice") to the Promoter Group notifying the Promoter Group of its intention of selling Equity Shares held by it and stating the number of the ROFO Shares it wishes to sell.

  • The closing of the purchase of such ROFO Shares by the Company and/or any such designee shall take place no later than five (5) business days after delivery of the ROFO Purchase Notice, with payment for such ROFO Shares being made concurrently with such purchase to the OW Group’s account designated in the ROFO Sale Notice.


More Definitions of ROFO Sale

ROFO Sale has the meaning set forth in Section 3.09(a).
Sample 1Sample 2
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.
Sample 1Sample 2Sample 3
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).
Sample 1
ROFO Sale has the meaning set forth in Section 17.4.
Sample 1
ROFO Sale shall have the meaning provided in Section 12.5(a).
Sample 1

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 2.4(b).

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

  • Proposed Sale shall have the meaning set forth in Section 4.2(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 9.18(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 2(d)(ii).

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

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any 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.