ROFR Purchase Notice definition

ROFR Purchase Notice has the meaning set forth in Section 7.1(b)(iii).
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ROFR Purchase Notice has the meaning set forth in Section 19(b).
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ROFR Purchase Notice has the meaning given in clause 3.1;
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Examples of ROFR Purchase Notice in a sentence

  • Any ROFR Purchase Notice shall be binding upon delivery and irrevocable without the consent of the applicable Stockholder.

  • Each Member that does not deliver a ROFR Purchase Notice to the Managing Member in compliance with the foregoing requirements, including the ROFR Period, will be deemed to have waived its Right of First Refusal with respect to the Interest proposed to be Transferred.

  • If the Conditions are not satisfied within thirty (30) days of Buyer’s delivery of an Open Market Offer Notice or a ROFR Purchase Notice, as applicable, then Buyer shall be deemed to have not delivered such notice and a Stockholder shall be permitted to Transfer Company Common Stock pursuant to the terms of Section 2.03(c)(ii)(3) or Section 2.03(c)(iii)(4), as applicable.

  • If the Company does not timely deliver a ROFR Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFR Sale Notice.

  • Delivery of the ROFR Purchase Notice will constitute a binding and irrevocable commitment by Seller to purchase (or cause to be purchased) the Subject Receivables on the terms specified in the Transfer Notice and Transfer Term Sheet (as may be modified by agreement between the Parties).

  • If Seller does not deliver a ROFR Purchase Notice within the ROFR Election Period, Seller shall be deemed to have rejected the Transfer Offer.

  • Failure by PubCo or any of its nominee to provide its ROFR Purchase Notice within the three (3) Business Days or pay the relevant full purchase price within two (2) Business Days after the delivery of ROFR Purchase Notice shall be deemed as a waiver to its rights under this clause 3.1(d)(ii), and Investor shall be permitted to Transfer any shares of PubCo through any off-market transactions.

  • Offered Interests Section 5.3(A) Offering Member Section 5.3(A) Offering Member Notice Section 5.3(B) Permitted Transfer Section 6.2 Purchasing Member Section 5.3I ROFR Notice Period Section 5.3I ROFR Purchase Notice Section 5.3I ROFR Rightholders Section 5.3(A) Securities Act Section 5.1(B) Subsidiary Officer Section 10.1 Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.

  • If the ROFR Offered Interests are to be sold under this Section 6.2, the closing of such sale shall occur on the date within fifteen (15) days after the date of the ROFR Purchase Notice.

  • Tenant shall have thirty (30) days after receipt of the ROFR Purchase Notice and the ROFO/ROFR Purchase Agreement (the “ROFR Exercise Period”) to exercise its Right of First Refusal to purchase the Offered Property for the economic terms set forth in the ROFR Purchase Notice.


More Definitions of ROFR Purchase Notice

ROFR Purchase Notice has the meaning set forth in Section 2 of Annex VI.
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ROFR Purchase Notice. Each Member that does not deliver a ROFR Purchase Notice to the Managing Member in compliance with the foregoing requirements, including the ROFR Period, will be deemed to have waived its Right of First Refusal with respect to the Interest proposed to be Transferred.
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ROFR Purchase Notice has the meaning given in clause 2.1(a)(i);
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Related to ROFR Purchase Notice

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Purchase Notice has the meaning set forth in Section 1.2.

  • Repurchase Notice has the meaning set forth in Section 8.6(a).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Subscription Notice has the meaning set forth in Section 1.1.

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Purchase Option Notice As defined in Section 3.18(e).

  • Transfer Notice Date has the meaning given to it in Section 2.06.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.