ROFR Interests definition

ROFR Interests is defined in Section 10.07(a).
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ROFR Interests shall have the meaning set forth in Section 13.5(a).
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ROFR Interests has the meaning set forth in Section 3.16(b).
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Examples of ROFR Interests in a sentence

  • The ROFR Notice must include (x) a complete description of the purchase price and other terms and conditions of the transaction in which the ROFR Seller proposes to Transfer the ROFR Interests, including the name of the proposed Transferee and other consideration specified in the offer.

  • The Valuation Firm that is selected in accordance with procedures set forth in this Section 13.5(e) shall then, within 10 days of its selection, determine in good faith the then current Fair Market Value in cash of the ROFR Interests and prepare and deliver to each Member a report stating such Fair Market Value and including a summary of the assumptions and basis for such determination.

  • Such Interests shall be deemed ROFR Interests offered to the other Members under Section 13.5 at a price equal to the Fair Market Value of such Interests, and if such offer is accepted pursuant to Section 13.5, then such Encumbering Member shall be obligated to Transfer such Membership Interests in accordance with Section 13.5 and this Section 13.6.

  • The ROFR Non-Selling Members shall have, subject to any extensions permitted pursuant to Section 13.5(e), 20 days (the “ROFR Option Period”) after receiving the ROFR Notice in which to advise the ROFR Seller in writing (the “ROFR Acceptance Notice”) whether or not they will acquire all of the ROFR Interests upon the terms and conditions contained in the ROFR Notice.

  • If the applicable ROFR Rightholders do not, in the aggregate, elect to purchase all of the remaining ROFR Interests based on their respective ROFR Pro Rata Portion, each applicable ROFR Rightholder electing pursuant to purchase its entire ROFR Pro Rata Portion of remaining ROFR Interests shall have the right to purchase all or any of the remaining ROFR Interests not elected to be purchased by the other applicable ROFR Rightholders.

  • If such Transfer does not occur on substantially the same terms and conditions set forth in such ROFR Notice, or if such Transfer is not consummated within 120 days after the ROFR Non-Selling Members’ election not to, or failure to elect to, purchase the ROFR Interests, then such Transfer shall be null and void ab initio and the ROFR Seller must again satisfy all of the requirements of this Section 13.5.

  • For a period of fifteen (15) days after such Preemptive Notices have been sent to the Holders, each Holder shall have the right to elect to purchase up to its ratable share (determined pro rata among all Holders on the basis of the outstanding Class P Units held by each) of the aggregate number of such Class P ROFR Interests with respect to which such Class P ROFR Members exercise their Preemptive Right and Additional Purchase Right.

  • The Class P ROFR Members shall be obligated pursuant to Section 3.06 of the LLC Agreement to purchase only their respective Class P ROFR Interests with respect to which they have exercised their Preemptive Right and with respect to which the Holders have not exercise their right to purchase pursuant to this Section 10(f)(i).

  • The Class P ROFR Notice shall specify in reasonable detail the number and type of Class P ROFR Interests proposed to be issued, the identities of the Class P ROFR Members to which the Company or such Subsidiary intends to issue the Class P ROFR Interests, the proposed purchase price for such Class P ROFR Interests, the use of proceeds of such Class P ROFR Interests and any other economic or material terms regarding such Class P ROFR Interests (the “Class P ROFR Terms”).

  • Each Holder shall exercise its right under this clause (i) by delivering a written notice (the “Class P Preemptive Rights Exercise Notice”) to the Company and such Class P ROFR Members of its intent to purchase all or such portion of such Class P ROFR Interests, which notice shall contain the information required to be included in a notice delivered by a Preemptive Member wishing to exercise its Preemptive Right pursuant to Section 3.06(b) of the LLC Agreement.


More Definitions of ROFR Interests

ROFR Interests means and includes any direct or indirect interests, claims or rights in, to or under (i) either of the Gathering System or any Solely Owned Segment or any NNG SOS Segments, as well as any real, personal or mixed property interests related thereto or used in connection with the Gathering System or the Solely Owned Segment, respectively, including, without limitation, spare parts, inventories, and equipment used solely for the Gathering System or the Solely Owned Segment or any NNG SOS Segments, as the case may be as well as any corresponding rights, interests and obligations under this Agreement, the SES Gathering Agreement or the SOS SES Gathering Agreement, as the case may be, or and (ii) any issued or outstanding or newly issued membership interests, stock, partnership interests or other equity interests of any kind of an Owner (or any successor to an Owner). “SES” means Seminole Energy Services, LLC. “SES Contract Operating Agreement” is defined in Section 3.1. “SES Gathering Agreement” means the Gathering Agreement, dated as of the same date as this Agreement, by and among each of the Owners and SES, pursuant to which the Owners shall agree and commit to SES an undivided 100% of the capacity of the Gathering System (as the Gathering System and its capacity may hereafter be modified, extended or increased), in substantially the form attached as an exhibit to the Asset Purchase Agreement. “Solely Owned Segments” is defined in Section 2.2(b), and this term shall include, when applicable, any NNG SOS Segments. “SOS Owner” is defined in Section 2.2(b); and with regard to any NNG SOS Segments, SOS Owner shall include the permitted NNG Affiliate contemplated under Section 2.3(b). “SOS SES Gathering Agreement” means with regard to any Solely Owned Segment, the Gathering Agreement to be entered into by and among each SOS Owner thereof and SES, pursuant to which such SOS Owner(s) shall agree and commit to SES an undivided 100% of the capacity of such Solely Owned Segment (as such Solely Owned Segment and its capacity may hereafter be modified, extended or increased), in substantially the form attached hereto as Exhibit F. “Third Parties” means any Person who is not either a Party, an Affiliate of any Party, nor an employee, agent or representative of any Party or any Party’s Affiliate. “Voting Interests” shall have the meaning assigned to such term in Section 2.3(a). If any provision of any Exhibit is inconsistent with any provision contained in the body of thi...
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ROFR Interests means and includes any direct or indirect interests, claims or rights in, to or under (i) either of the Gathering System or any Solely Owned Segment or any NNG SOS Segments, as well as any real, personal or mixed property interests related thereto or used in connection with the Gathering System or the Solely Owned Segment, respectively, including, without limitation, spare parts, inventories, and equipment used solely for the Gathering System or the Solely Owned Segment or any NNG SOS Segments, as the case may be as well as any corresponding rights, interests and obligations under this Agreement, the SES Gathering Agreement or the SOS SES Gathering Agreement, as the case may be, or and (ii) any issued or outstanding or newly issued membership interests, stock, partnership interests or other equity interests of any kind of an Owner (or any successor to an Owner).
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Related to ROFR Interests

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Class B Interests As set forth in the Trust Agreement.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Membership Interests has the meaning set forth in the recitals.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Class R-4 Interest The uncertificated Residual Interest in REMIC 4.

  • Class UT-R Interest The residual interest in the Upper-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Class I Shares means Class I Shares in the Company as set forth in the relevant

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

  • Class LT-R Interest The residual interest in the Lower-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Lower Tier Interest As described in the Preliminary Statement.

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the determination area described in Schedule Five and referred to in paragraph 14;

  • Class R Residual Interests The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.