ROFR Rights definition

ROFR Rights as defined in Recital (C);

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ROFR Rights means a Member’s rights as a ROFR Rightholder under Section 10.3.

ROFR Rights has the meaning set forth in the definition of Pro Rata Portion.

Examples of ROFR Rights in a sentence

The purchase price for the Offered Shares to be purchased by the ROFR Rights Holders exercising their right of first refusal will be the price set forth in the First Transfer Notice, but will be payable as set forth below.
Any proposed transfer on terms and conditions which are materially different from those described in the First Transfer Notice, as well as any subsequent proposed transfer of any ROFR Shares by the Selling Shareholder, shall again be subject to the right of first refusal of the ROFR Rights Holder and the co-sale right of the Co-Sale Rights Holders and shall require compliance by the Selling Shareholder with the procedures described in Sections 4.2, 4.3 and 4.4 of this Agreement.
In such event the Administrative Agent shall comply with all ROFR Rights.
This Agreement, other than the provisions set forth in Article 3 hereof, may be terminated (a) by the written agreement of all of the Parties or (b) by Ergon or the Partnership immediately upon a GP Change of Control by written notice given to the other Parties to this Agreement; provided that the ROFR Rights as set forth in Article 2 shall survive the termination of this Agreement as provided in this Section 3.4 unless and until terminated by the mutual written agreement of the Parties.
For the avoidance of doubt, neither the Sellers nor the Purchasers shall have any obligation whatsoever to procure that the shareholders in MobiFon either waive or not exercise their ROFR Rights.
If the City seeks to sell the property subject to the Offer on terms more favorable than the original Offer, or if the City fails to undertake official city council action within ninety (90) days after the date on which ▇▇▇▇▇▇▇▇▇ fails to exercise the ROFR Rights or rejects the Offer, then City shall again be obligated to provide Developer with the exercise of the ROFR Rights with respect to such property, and such notice shall constitute a new Offer subject to this Section 11.
For the avoidance of doubt, neither EEIF nor the Purchasers shall have any obligation whatsoever to use best efforts to procure that the shareholders in MobiFon either waive or not exercise their ROFR Rights.
Each Seller covenants and agrees to transfer the relevant number of MobiFon Shares to MobiFon Holdings and accept in payment the consideration described in (ii) above; provided however that all terms and conditions of this Agreement apply MUTATIS MUTANDIS to the transactions resulting from the exercise of ROFR Rights by MobiFon Holdings.
Developer shall maintain the Offer and all accompanying documentation in confidence unless (i) Developer exercises its ROFR Rights, (ii) the Offer and accompanying documentation otherwise becomes public through no breach by Developer of this provision, or (iii) any disclosure by Developer is required pursuant to a court order.
This Agreement constitutes a complete integration of the understanding and agreement between Greeley and Longs Peak with respect to the Additional Greeley ROFR Rights.

More Definitions of ROFR Rights

ROFR Rights shall expire upon: (i) the failure of Buyers to present to the Company within three (3) business days of the date hereof a $100,000,000 or greater private placement financing with a third-party (the “Treasury Opportunity”), with ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. as the exclusive placement agent, to establish a cryptocurrency treasury reserve; (ii) the failure of the Company to enter into an letter of intent (“Letter of Intent”) with a third-party for a $100,000,000 or greater Treasury Opportunity within fifteen (15) business days of the date the Treasury Opportunity is presented to the Company; or (iii) the failure of the Company to consummate a $100,000,000 or greater Treasury Opportunity thirty (30) days from the execution of the Letter of Intent (each individually, a “Treasury Opportunity Failure”, and collectively, the “Treasury Opportunity Failures”). For the avoidance of doubt, the Company’s execution of any such letter of intent or closing documents in connection with a Treasury Opportunity transaction shall be subject to the Company’s review and approval, to be exercised at its sole discretion. Notwithstanding anything to the contrary set forth above, the Right of First Refusal shall not be applicable with respect to an Exempt Issuance. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of the Warrants issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities.

ROFR Rights shall have the meaning assigned to it in Section 5.2.