ROFR Provisions definition

ROFR Provisions means, with respect to any proposed Indebtedness which is subject to the ROFR Provisions pursuant to Section 5.16 (the “Subject Indebtedness”), that, prior to the incurrence of any Subject Indebtedness, the Borrower shall (i) deliver to the Agent and each Lender a written notice describing in reasonable detail the Subject Indebtedness transaction that it is seeking to consummate, including information regarding the price and other terms and conditions of the Subject Indebtedness, the circumstances under which such Subject Indebtedness is being sought, the proposed use of proceeds and updated projections of the Borrower and its Subsidiaries and (ii) provide each Lender with a period of ten (10) Business Days after delivery of such notice and other information in which to deliver a written proposal to the Borrower if the Lender would like to have the Borrower consider obtaining such Subject Indebtedness from such Lender (an “Interested Notice”); provided that (A) no Lender shall be under any obligation to provide any Subject Indebtedness or deliver any Interested Notice and any such decision whether to provide any Subject Indebtedness shall be in such Lender’s sole and absolute discretion; provided, however, if such Lender has not provided an Interested Notice within such ten (10) Business Day period, then such Lender shall be deemed to have decided not to offer to participate in the provision of such Subject Indebtedness and (B) the Borrower shall not be required to incur the Subject Indebtedness from the applicable Lender or Lenders; provided further that with respect to any transaction that is subject to the right of first refusal set forth in the Convertible Notes issued by the Borrower on March 26, 2018, as in effect on the date hereof, the obligations of the Loan Parties under Section 5.16 shall be deemed modified as necessary to permit the Borrower to comply with its obligations under such provision of such Convertible Notes prior to complying with the ROFR Provisions.
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ROFR Provisions means, with respect to any proposed Indebtedness which is subject to the ROFR Provisions pursuant to Section 5.16 (the “Subject Indebtedness”), that, prior to the incurrence of any Subject Indebtedness, the Borrower shall (i) deliver to the Agent and each Lender a written notice describing in reasonable detail the Subject Indebtedness transaction that it is seeking to consummate, including information regarding the price and other terms and conditions of the Subject Indebtedness, the circumstances under which such Subject Indebtedness is being sought, the proposed use of proceeds and updated projections of the
Sample 1
ROFR Provisions means, with respect to any proposed Indebtedness which is subject to the ROFR Provisions pursuant to Section5.16 (the “Subject Indebtedness”), that, prior to the incurrence of any Subject Indebtedness, the Borrower shall (i) deliver to the Agent and each Lender a written notice describing in reasonable detail the Subject Indebtedness transaction that it is seeking to consummate, including information regarding the price and other terms and conditions of the Subject Indebtedness, the circumstances under which such Subject Indebtedness is being sought, the proposed use of proceeds and updated projections of the Borrower and its Subsidiaries and (ii) provide each Lender with a period of ten (10) Business Days after delivery of such notice and other information in which to deliver a written proposal to the Borrower if the Lender would like to have the Borrower consider obtaining such Subject Indebtedness from such Lender (an “Interested Notice”); provided that (A) no Lender shall be under any obligation to provide any Subject Indebtedness or deliver any Interested Notice and any such decision whether to provide any Subject Indebtedness shall be in such Lender’s sole and absolute discretion; provided, however, if such Lender has not provided an Interested Notice within such ten (10) Business Day period, then such Lender shall be deemed to have decided not to offer to participate in the provision of such Subject Indebtedness and (B) the Borrower shall not be required to incur the Subject Indebtedness from the applicable Lender or Lenders; provided further that with respect to any transaction that is subject to the right of first refusal set forth in the Convertible Notes issued by the Borrower on March 26, 2018, as in effect on the date hereof, the obligations of the Loan Parties under Section5.16 shall be deemed modified as necessary to permit the Borrower to comply with its obligations under such provision of such Convertible Notes prior to complying with the ROFR Provisions.
Sample 1

Examples of ROFR Provisions in a sentence

  • In the event the Borrower or any other Loan Party intends, at any time while any Loans or Commitments remain outstanding, to obtain Indebtedness for borrowed money from one or more third-party financing sources in respect of which the Borrower will be an obligor, the Borrower shall comply with the ROFR Provisions with respect to such Indebtedness.

  • Borrower acknowledges and agrees that in order to preserve the value of the assets of Borrower and the value of the equity in Borrower, Agent has the right to enforce its lien on the License Agreement or on the equity in Borrower, in a manner that is intended to comply with the provisions of the ROFR Provisions, and to avoid termination of the License Agreement pursuant to Section 5.3 of the License Agreement.

  • The Parties acknowledge that the transactions contemplated by this Agreement and the other Transaction Agreements are subject to the Poseidon ROFR Provisions.

  • Notwithstanding anything to the contrary contained herein, Borrower shall have the right to terminate the Yahoo ROFR Provisions and the Yahoo ACC4 Memorandum in their entirety.

  • The Seller shall promptly notify the Buyer if any other owner of a portion of the Equity Interest in the Company shall have exercised or waived its right pursuant to the Poseidon ROFR Provisions to acquire the Seller’s portion of the Equity Interest in the Company.

  • Borrower shall not enter into, nor shall Borrower permit, any amendment, supplement or other modification to the Yahoo ACC4 Lease that in any way, directly or indirectly, affects the Yahoo ROFR Provisions (including, without limitation, any renewal, substitution, expansion or replacement of the rights of Yahoo!, Inc.

  • To the extent it has the Legal Right, the Seller shall deliver to Buyer, when available, periodic financial information and, following the expiration (or waiver) of the rights of the other owners of Equity Interests in the Company under the Odyssey ROFR Provisions in respect of the transactions contemplated by this Agreement and the other Transaction Agreements, operating information, attributable to the Company, to the extent that such information is received by Seller or any of its Affiliates.

  • The Seller shall promptly notify the Buyer if any other owner of a portion of the Equity Interest in the Company shall have exercised or waived its right pursuant to the Odyssey ROFR Provisions to acquire the Seller’s portion of the Equity Interest in the Company.

  • The Parties acknowledge that the transactions contemplated by this Agreement and the other Transaction Agreements are subject to the Odyssey ROFR Provisions.

  • To the extent it has the Legal Right, the Seller shall deliver to Buyer, when available, periodic financial information and, following the expiration (or waiver) of the rights of the other owners of Equity Interests in the Company under the Poseidon ROFR Provisions in respect of the transactions contemplated by this Agreement and the other Transaction Agreements, operating information, attributable to the Company, to the extent that such information is received by Seller or any of its Affiliates.

Related to ROFR Provisions

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated June 7, 2016 relating to the Securities. Securities Exchange: The Series Q Notes will not be listed on any exchange. Ratings: See Annex B Closing Date and Delivery Date: June 10, 2016 Closing Location: DLA Piper LLP (US) 0000 Xxxxx Xxxxxx Baltimore, Maryland 21209-3600 Address for Notices to Underwriters: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Syndicate X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Grade Syndicate Desk Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: High Grade Transaction Management/Legal Schedule II-B Representatives: Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Underwriting Agreement: June 9, 2006 Registration Statement No.: 333-202172 Title of Securities: 3.125% Series R Notes due 0000 Xxxxxxxxx principal amount: $750,000,000 Price to Public: 99.667% of the principal amount of the Series R Notes, plus accrued interest, if any, from June 10, 2016 Underwriting Discount: 0.650% Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee Date of Maturity: June 15, 2026 Interest Rate: 3.125% per annum, payable semiannually. Interest Payment Dates: June 15 and December 15, commencing December 15, 2016 CUSIP: 571903 AS2 Redemption Provisions: The Series R Notes may be redeemed in whole or in part from time to time prior to March 15, 2026 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Series R Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest (not including accrued interest as of the redemption date) on the Series R Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. government securities dealer, having a maturity comparable to the remaining term of the Series R Notes being redeemed) plus 25 basis points, plus, in each case, accrued and unpaid interest on the Series R Notes to the redemption date. The Series R Notes may be redeemed in whole or in part from time to time on or after March 15, 2026 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to the redemption date.

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers. Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Additional Terms and Conditions means the terms and conditions that govern the promotion as determined by the Participating Banks (if any).

  • Special Terms and Conditions means any attachment hereto entitled, in whole or in part, “Special Terms and Conditions.”

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • Primary Terms and Conditions means the terms and conditions applicable to the ICICI Bank’s internet banking facility/service.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Additional Provisions shall have the meaning set forth in Section 15.01.

  • Specific Terms and Conditions means the specific terms and conditions as described in section 6.1 (and, in relation to an Agreement between Envestra and a Network User, means the Specific Terms and Conditions which form part of that Agreement).

  • Restrictive Covenant Agreements is defined in the Recitals.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):

  • General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Same terms and conditions means that a carrier cannot apply

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Restrictive Covenants means the restrictive covenants contained in Section 13(c) hereof.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.