Examples of ROFR Member in a sentence
To exercise its Right of First Refusal, an ROFR Member (a “Purchasing Member”) must deliver written notice of such exercise to Seller within the Exercise Period indicating the number of Transfer Interests it wishes to purchase pursuant to the Right of First Refusal.
Any ROFR Member notifying the Company of its desire to purchase any of the ROFR Units or the Remaining Offered Units shall be irrevocably obligated to do so.
The ROFR Acceptance Notice shall state the number of Units that such Eligible ROFR Member proposes to acquire, which may be less than, but shall not exceed, such Eligible ROFR Member’s Pro Rata Portion.
To exercise its Right of First Refusal, a ROFR Member (a “Purchasing Member”) must deliver written notice of such exercise to Seller within the Exercise Period indicating the number of Transfer Interests it wishes to purchase pursuant to the Right of First Refusal.
To the extent that the Third Party Offer is for both Class A Units and Class B Units, each Eligible ROFR Member shall have the right to purchase the same ratio of Class A Units to Class B Units.
The ROFR Exercise Notice will state the number of Units that the ROFR Member proposes to purchase (not to exceed (x) the total number of Units that the proposed ROFR Third-Party Purchaser has agreed or committed to purchase multiplied by (y) a fraction, the numerator of which is the total number of vested Units held by such ROFR Member, and the denominator of which is the aggregate number of Units held by all Members).
The ROFR may be exercised by the ROFR Member by delivery of a written notice to the ROFR Initiating Member(s) (the “ROFR Exercise Notice”) within sixty (60) days following receipt of the ROFR Sale Notice from such ROFR Initiating Member(s).
Each ROFR Member that is a holder of the same class of Shares being offered shall first have the right, exercisable upon written notice to the Offeree within thirty (30) days after such ROFR Member has received the notice from the Offeree to purchase at the price, terms and conditions set forth in the Offer Notice its Pro Rata Share.
Any ROFR Member that fails to notify the Disposing Member prior to the expiration of the ROFR Election Period will be deemed to have rejected the Disposition Offer.
To exercise such right, the ROFR Member shall notify the transferring Member in writing within the Offer Period of its election to purchase all of the Offer Units.