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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 has the meaning set forth in Section 5.1(b).
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Examples of ROFO Sale in a sentence

  • 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.

  • 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.

  • 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.

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

  • 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”).

  • 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.

  • All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Service Agreement.

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

  • No Initiating ROFO Seller or its Affiliates shall have any liability to any other Holder arising from, relating to, or in connection with the terms and conditions of any ROFO Sale or the pursuit, consummation, postponement, or abandonment of such ROFO Sale, except to the extent that such Initiating ROFO Seller shall have failed to comply with the provisions of this Article II.


More Definitions of ROFO Sale

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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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 17.4.
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ROFO Sale shall have the meaning provided in Section 12.5(a).
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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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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 has the meaning given to it in Section 7.07(1).

  • 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 set forth in Section 4.04(a).

  • Company Sale means any merger, consolidation, business combination, reorganization or recapitalization of the Corporation that results in the transfer of 50% or more of the outstanding voting power of the Corporation, any sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis), or any other form of corporate reorganization in which 50% or more of the outstanding shares of any class or series of Capital Stock of the Corporation are exchanged for or converted into cash, securities or property of another business organization.

  • 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 10.4(b).

  • 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;

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

  • Transferring Member has the meaning set forth in Section 11.3(a).

Most Referenced Clauses

Most Referenced Definitions