Examples of ROFR Party in a sentence
The Notice of Intention to Sell shall be accompanied by a written offer (the “Inside Offer”) irrevocable for ten (10) Business Days from its receipt to sell or otherwise Transfer to the ROFR Party or its designee, for a price in cash determined in accordance with Section 3.9(e), all, but not less than all, of the Offered Units, on the same terms and conditions as set forth in the Notice of Intention to Sell.
The ROFR Party may exercise such purchase option and purchase all or any portion of the Transferred Securities by notifying the Investor in writing before expiration of such period as to the number of Transferred Securities that he (and such other designated shareholders as contemplated by Section 3.3(d) hereof) wishes to purchase.
Each time Genco or a Baltic Group member, as applicable (the “Offering Party”) acquires knowledge of a Business Opportunity for which the other Party (the “ROFR Party”) has a right of first refusal, the Offering Party must first make an offering of the Business Opportunity to the ROFR Party in accordance with the following provisions of this Article II prior to pursuing such Business Opportunity.
The Offering Party shall give written notice (the “Offering Notice”) to the ROFR Party stating that it has identified a corporate opportunity and providing a description of the opportunity, including all material terms and conditions of which the Offering Party has knowledge.
For greater certainty, if the ROFR Party does not notify the Investor in writing of its decision to exercise the right of first refusal set forth in this Section 3.3 within the 10 Business Day period contemplated hereby, such right shall expire in respect of the Transfer contemplated by the Transfer Notice and the Investor may proceed to Transfer the Transferred Securities to the prospective transferee(s) specified in the Transfer Notice.
If the Selling Member intends to exercise its option contained in this Section 3.9(h), it shall notify the ROFR Party of such intention in the Notice of Intention to Sell delivered to EFH pursuant to Section 3.9(b).
Notwithstanding anything to the contrary in this Section 3.9, the time periods applicable to the election by the ROFR Party to purchase (or allow its designee to purchase) the Offered Units set forth in clause (b) of this Section 3.9 shall not be deemed to commence until a determination of Fair Market Value of any non-cash consideration pursuant to the definition thereof has been made.
If the ROFR Party does not give such written notice within the ten (10) Business Day period specified in Section 3.9(b), the ROFR Party (and any applicable designee) shall be deemed to have waived all of its rights under this Section 3.9 with respect to the proposed Transfer of LLC Units or IPO Units.
The cost of such appraisal shall be shared equally by the Investor and the ROFR Party.
If the ROFR Party is the first to learn of a Business Opportunity, then neither the ROFR Party nor its directors or officers shall have any duty to communicate or offer such Business Opportunity to the Offering Party.