ROFO Units definition
Examples of ROFO Units in a sentence
Such sales shall be effected by the ROFO Seller’s delivery of the ROFO Units, free and clear of all Encumbrances (other than restrictions imposed by the governing documents of the Company and securities laws), to the ROFO Non-Selling Member, against payment to the ROFO Seller of the ROFO Price by the ROFO Non-Selling Member and on the terms and conditions specified in the ROFO Units Purchase Agreement.
Upon agreement by the ROFO Parties, the ROFO Parties shall execute the ROFO Units Purchase Agreement and deliver a copy to the Company.
If the ROFO Seller does not deliver a ROFO Acceptance Notice within such 15 day period, the ROFO Parties shall, for a period of 60 days from the date the ROFO Seller received the ROFO Units Purchase Agreement (or such shorter period as they agree), negotiate in good faith the terms of the ROFO Units Purchase Agreement.
If the ROFO Non-Selling Member submits a ROFO Units Purchase Agreement within the time period specified herein, the ROFO Seller shall have 15 days from the date the ROFO Seller received the ROFO Units Purchase Agreement to accept the ROFO Units Purchase Agreement by notice to the ROFO Non-Selling Member and the Company (the “ROFO Acceptance Notice”).
Promptly after the delivery of the ROFO Acceptance Notice, the ROFO Parties shall execute the ROFO Units Purchase Agreement and deliver a copy to the Company.
If the Final Non-Cash Value is the ROFO Member Valuation, the ROFO Transferring Party may Transfer the ROFO Units to the Bona Fide Third Party or in a MBO (upon the terms and conditions set forth in the ROFO Non-Cash Notice) but only if the sum of the Final Non-Cash Value and the total amount of cash consideration (if any) to be paid for such ROFO Units (such sum, the “Total Value”) equals or exceeds the ROFO Offer Price first offered by the ROFO Transferring Party pursuant to Section 7.2(a).
Any Trican ROFO Units not sold within 180 days after the expiration of such 15 day period shall continue to be subject to the requirements of this Section 5.5.
No later than five Business Days following the expiration of the Exercise Period, Trican shall notify each of the Existing Holders in writing of the number of Trican ROFO Units that each of the Existing Holders has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Trican ROFO Over-allotment Notice”).
The ROFO Transferring Party shall deliver written notice to such Fully Participating ROFO Member indicating the availability of additional ROFO Units, and the Fully Participating ROFO Member shall have five (5) Business Days to deliver a written notice to the ROFO Transferring Party indicating its election to purchase all of the ROFO Units.
In the event that Trican submits an Existing Holder ROFO Acceptance, Trican shall contemporaneously with such Existing Holder ROFO Acceptance provide to the Selling Holder evidence demonstrating to the reasonable satisfaction of the Selling Holder that Trican has at such time and will have, at the time of the closing of the purchase of the Existing Holder ROFO Units, sufficient cash on hand to make such purchase.