ROFO Transferor definition

ROFO Transferor shall have the meaning set forth in Section 6.1(g).
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ROFO Transferor has the meaning set forth in Section 4.3.
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ROFO Transferor has the meaning given that term in Section 9.02(a).
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Examples of ROFO Transferor in a sentence

  • If only one ROFO Recipient timely submits a ROFO Offer, the ROFO Transferor may effectuate the sale of all the ROFO Interests to such ROFO Recipient alone.

  • Each ROFO Offer Notice shall constitute a binding, irrevocable and exclusive offer by such ROFO Transferor to sell to the ROFO Offerees (pro rata in accordance with their holdings of Common Shares as set forth below) the Offer Shares at the Sale Price on the material terms set forth in the Offer Notice.

  • If the ROFO Transferor has not sold the ROFO Offered Shares within such one-hundred-and-twenty (120)-day period, the ROFO Transferor shall not, except as otherwise permitted by the relevant transfer provisions of this Agreement, thereafter be permitted to Transfer the ROFO Offered Shares without first offering such ROFO Offered Shares to the Founders in the manner provided in this Clause 5.3.

  • In the event the fair market values determined by the Appointed Banks are within 10% of each other (determined by reference to the higher of the two), the fair market value shall be the average of those two estimates and such determination of the fair market value of the non-cash consideration shall be final and binding on the ROFO Transferor and the ROFO Offerees.

  • Upon the receipt by the ROFO Transferor of any ROFO Offer, the ROFO Transferor and the applicable ROFO Recipient shall negotiate in good faith for a period of thirty (30) days regarding the ROFO Offer.

  • The ROFO Offer shall be submitted to the ROFO Transferor within thirty (30) days after the ROFO Recipient’s receipt of the ROFO Notice and shall include a proposed definitive purchase agreement that such ROFO Recipient is prepared to execute upon the acceptance by the ROFO Transferor of the ROFO Offer.

  • In the event the Parties are unable to reach agreement during such period, the ROFO Transferor may elect by notice to such ROFO Recipient submitted at any time during the 30-day period following such negotiation period to accept or reject the ROFO Offer (it being understood that a failure of the ROFO Transferor to submit an unqualified acceptance notice within such 30-day period shall constitute a rejection of the ROFO Offer).

  • If the ROFO Transferor does not Transfer the ROFO Securities within such period, the rights provided hereunder shall be deemed to be revived and the ROFO Securities shall not be offered to any Person unless first re-offered to the Company in accordance with this Section 5.07(c).

  • If they are unable to agree on such fair market value within five days after the delivery of the ROFO Offer Notice, then the ROFO Transferor, on the one hand, or any ROFO Offeree, on the other hand, may commence the valuation process described in this Section 3.4(d) by providing written notice to the other party (such notice, a “Valuation Process Notice”).

  • If the ROFO Transferor timely submits an acceptance notice, the ROFO Transferor and the applicable ROFO Recipient shall in good faith negotiate a definitive purchase and sale agreement (which shall include the terms and conditions set forth in the ROFO Offer) and use their reasonable best efforts to consummate the purchase and sale of the ROFO Interests as promptly as practicable and in any event within ninety (90) days from the execution of a definitive purchase agreement.

Related to ROFO Transferor

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

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

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

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

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

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

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

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • 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.

  • Offered Interests has the meaning set forth in Section 8.5(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.

  • Offered Shares has the meaning set forth in Section 3.02(a).

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

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