Examples of ROFO Units in a sentence
By delivering the ROFO Notice, subject to receipt and acceptance of an Offer Notice, the Offering Member shall be deemed to be representing and warranting to the Company and Vistra Member that the Offering Member has all of the necessary power and authority to sell such ROFO Units and that the ROFO Units are free and clear of any and all Encumbrances other than those arising under this Agreement.
Prior to initiating a Company Sale pursuant to Section 7.6, the Initiating Seller shall comply with the procedures set forth on Annex VII (the “ROFO Procedures”) with respect to the Units being Transferred by the Initiating Seller pursuant to the Company Sale (for purposes of the ROFO Procedures, the Initiating Seller shall be the ROFO Transferring Party and the Equity Interests being Transferred by the Initiating Seller pursuant to the Company Sale shall be the ROFO Units).
The delivery of an Offer Notice shall constitute an irrevocable commitment for a period of ninety (90) days following delivery of such Offer Notice to purchase all of the ROFO Units specified in the Offer Notice at the cash price and on the terms set forth in the Offer Notice.
Vistra Member (or any Affiliate thereof) shall have a period of thirty (30) days after receipt of the ROFO Notice (the “ROFO Offering Period”) to propose a cash purchase price for all (but not less than all) of the ROFO Units, along with any other material terms and conditions applicable to the Disposition (an “Offer Notice”).