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

  • If the Transfer of the Subject ROFR Interest does not occur in accordance with the terms of such Offer Notice within 90 days after the last date of the Option Period, the Delek Member may not Transfer any of such Subject ROFR Interests without complying again in full with this Section 3.7(e).

  • Upon receipt of a ROFR Notice from a Forced Sale Trigger Person, the Company shall have the right to purchase all, but not less than all, of the ROFR Interests from the Forced Sale Trigger Person at an aggregate purchase price, payable in cash, equal to the ROFR Purchase Price.

  • In the event that no Class A Members elect to acquire, in the aggregate, 100% of the ROFRInterests, then the Manager and/or the Company shall have the right to acquire all or a portion of the remaining ROFR Interests, (the “Residual Interests”), upon identical terms and conditions contained in the Transaction Notice.

  • In the event that the Company shall have timely exercised its rights to purchase all of the ROFR Interests in accordance with Section 4.6(d)(iii), then the Forced Sale Trigger Person must sell the ROFR Interests to the Company, and the Company must purchase the ROFR Interests from the Forced Sale Trigger Person, in accordance with this Section 4.6(d).

  • If any acceptable Third Party Offer that is subject to the ROFR rights hereunder shall include other property in addition to the ROFR Interests, this Agreement shall be applicable only to the sale of the ROFR Interests, as applicable, at a consideration or purchase price that shall constitute the portion of the aggregate purchase price applicable to such property as determined by a disinterested appraiser in accordance with Section 2.4(c) above.


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

  • 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).

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

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

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.