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.
Sample 1Sample 2Sample 3
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

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

  • 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.

  • 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.

  • This working group is comprised of representatives from each state in Region 8 and meets regularly to coordinate interstate interoperability communications issues along with other regional communication projects.

  • 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.

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

  • 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.

  • 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.

  • 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.

Related to ROFR Provisions

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated September 13, 2023 relating to the Securities. Securities Exchange: The Series MM Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: September 15, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: BofA Securities, Inc. 000 X. 00xx Xxxxxx, XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Email: xx.xx_xx_xxxxxxx@xxxx.xxx Attention: High Grade Transaction Management/Legal Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Registration Department PNC Capital Markets LLC 000 Xxxxx Xxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets, Fixed Income Transaction Execution U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Final Term Sheet dated September 13, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 5.450% Series LL Notes due 2026 (the “Series LL Notes”) Aggregate Principal Amount: $450,000,000 Maturity Date: September 15, 2026 Coupon: 5.450% Interest Payment Dates: March 15 and September 15, commencing on March 15, 2024 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 99.349% of the principal amount Benchmark Treasury: 4.375% due August 15, 2026 Benchmark Treasury Price / Yield: 99-04 3⁄4 / 4.689% Spread to Benchmark Treasury: +100 basis points Yield to Maturity: 5.689%

  • 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.

  • 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 special terms and conditions supplementing and/or amending these Terms and Conditions.

  • 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 has the meaning set forth 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.

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.