ROFR Exercise Period definition
Examples of ROFR Exercise Period in a sentence
To exercise its Right of Co-Sale, the Co-Sale Eligible Holder must give the Transferor written notice to that effect within fifteen (15) calendar days (the “Co-Sale Period”) after the expiration of the Eligible Holders’ ROFR Exercise Period as provided in Section 6.2(b), and upon giving such notice the Co-Sale Eligible Holder shall be deemed to have effectively exercised the Right of Co-Sale.
If Purchaser does not deliver a ROFR Notice within the ROFR Exercise Period as to all the Offered Shares, the Seller may Transfer the Offered Shares that Purchaser has not elected to purchase, during the thirty (30) day period after the expiration of the ROFR Exercise Period, for the Offered Price per Share and on the other terms set forth in the Transfer Notice and not otherwise.
To exercise the right to purchase the ROFR Shares, the Preferred New Investor(s) must timely deliver written notice to the Investor within the ROFR Exercise Period confirming the irrevocable commitment of the Preferred New Investor(s) to purchase all of the ROFR Shares for the ROFR Price and subject to the ROFR Terms.
The Company shall cooperate with Buyer’s reasonable diligence requests during the ROFR Exercise Period and shall provide customary representations, warranties, covenants and indemnities in connection with any such transaction.
If any Existing Shareholder desires to exercise its Tag Along Right, it shall exercise the said right by giving the Selling Shareholder(s) a written notice (“the Tag Along Notice”) to that effect within 15 (Fifteen) days from the expiry of the ROFR Exercise Period relevant to such Sale Notice, specifying the number of Equity Securities held by it with respect to which it has elected to exercise its Tag Along Right, (“the Tag Along Shares”).
If Buyer desires to accept the ROFR Offer, it shall give written notice (a “Notice of Election”) to the Company of its intent to accept such ROFR Offer during the ROFR Exercise Period.
If Initial Lender does not purchase all of the Offered Securities offered to them by the Offeror in the Offer Notice, then the Offeror may sell any portion of the Offered Securities that the Initial Lender did not purchase to a third party within ninety (90) days after the expiry of the ROFR Exercise Period (the “ROFR Reoffer Period”) upon terms no more favorable to such third party than those set specified in the Offer Notice.
If the Strategic Investor does not deliver a ROFR Acceptance during the ROFR Exercise Period, and the Offered Interest is not sold to the Company Third Party within 90 days from the date of the Company Notice on such terms, the rights of the Strategic Investor pursuant to this Section 4.7 shall again take effect.
The failure of Buyer to give a Notice of Election to the Company by the end of the ROFR Exercise Period shall constitute a waiver of Buyer’s right of first refusal under this Section 5 with respect to the Company Interests subject to the applicable ROFR Notice, but shall not affect its rights with respect to any future ROFR Notice.
If Kinross does not give such notice within the ROFR Exercise Period, the Secured Party may, subject to paragraphs 3 and 5, Transfer the ROFR Offered Interest to the Third Party within 90 days after the expiry of the ROFR Exercise Period, for a price not less than the ROFR Purchase Price and on other terms no more favourable to such Third Party than those set forth in the Notice of Transfer.