ROFR Sale Notice definition

ROFR Sale Notice has the meaning set forth in Section 10.2(a).
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ROFR Sale Notice has the meaning set forth in Section 12.6(b).
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ROFR Sale Notice is defined in Section 11.1(a).
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Examples of ROFR Sale Notice in a sentence

  • 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.

  • The Purchase Offer shall, by its terms, be expressly subject to each Non-Selling Member’s exercise of its rights pursuant to this Section 11.1. The ROFR Sale Notice shall constitute an offer to sell the ROFR Units to the Non-Selling Members for the cash consideration set forth therein.

  • If part or all of the consideration to be paid for the ROFR Units as stated in the ROFR Sale Notice is other than Cash, the price stated in such ROFR Sale Notice shall be deemed to be the sum of the Cash consideration, if any, specified in such ROFR Sale Notice plus the Fair Market Value of the non-Cash consideration, as determined by the Board of Managers in good faith.

  • The First ROFR Sale Notice shall name the proposed transferee and state the amount of Interests to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer.

  • The Company shall, upon written request by a ROFR Seller, promptly provide the ROFR Seller with a list of names and addresses of the current Class A Member and Class B Members and the number of Class A Units and Class B Units held by each such Member, and the ROFR Seller shall be entitled to rely on such list for purposes of determining the Eligible ROFR Members to receive any ROFR Sale Notice sent within 15 days after receipt of such list.

  • If there is any change in the terms of the Bona Fide Offer disclosed in the ROFR Sale Notice, the provisions of this Section 10.2 shall retrigger and this Section 10.2 must be again complied with in its entirety with respect to all such ROFR Units, and no sale of ROFR Units by the Selling Member shall be made otherwise than in accordance with the terms of this Agreement.

  • In the event of any decrease in the purchase price payable by the Buyer, substitution of debt for cash consideration not originally contemplated in the ROFR Sale Notice prior to closing or if the Transfer is not completed within one hundred eighty (180) days of the Selling Member being permitted to Transfer the ROFR Units in accordance with this Section 11.1(e), the revised terms shall require the Selling Member to comply with Section 11.1(b) again.

  • If a ROFR Recipient desires to purchase XXXX Xxxxx, xxx XXXX Recipients may exercise such right by delivering to the Company and the Selling Member within ** days following its receipt of the ROFR Sale Notice (the “ROFR Election Period”), a written election (a “ROFR Election”) to purchase such number of ROFR Units as it wishes to acquire (**) upon the terms set forth in the ROFR Sale Notice.

  • Each ROFR Sale Notice shall set forth the Pro Rata Portions of the Eligible ROFR Members, the number and class of Units proposed to be Transferred by the ROFR Seller, the form of consideration and terms and conditions of payment offered by the Interested Third Party and a summary of all other material terms pertaining to the Transfer and the ROFR Seller’s intention to accept the Third Party Offer.

  • If such sale is not completed within such 120-day period to the Buyer on the terms set forth in the ROFR Sale Notice, Landlord shall be obligated to again comply with this Section prior to any sale of the Premises.


More Definitions of ROFR Sale Notice

ROFR Sale Notice has the meaning assigned to such term in Section 15.2(a).
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Related to ROFR Sale Notice

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

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

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

  • ROFR Notice has the meaning set forth in Section 3.02(d).

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • ROFO Notice has the meaning given to it in Section 7.07(1).

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

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Offering Notice has the meaning set forth in Section 3.1(a).

  • Buy-Sell Notice shall have the meaning set forth in Section 10.4(b).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

  • 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;

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • First Offer Period has the meaning set forth in Section 13.5.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

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

  • 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).

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Acceptance Notice has the meaning set forth in Section 9.2(d)(iii).

  • Nomination Notice means all information and documents that a Nominating Shareholder is required to submit to the Secretary of the Corporation pursuant to Section 3.11f.