ROFR Transaction definition

ROFR Transaction means any transaction by or on behalf of an issuer of securities or a third party, or their assignees or delegees, pursuant to a right of first refusal, preemptive right or similar mechanism, or request to alter the transaction in lieu thereof, including a seller entering into a Trade with a different buyer preferred by the issuer or a third party or a redemption by or on behalf of the issuer or a third party, whether by law, contract, bylaw, charter or otherwise.
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ROFR Transaction means a transaction whereby: (i) Ensign or any of its Affiliates would acquire any skilled nursing facility, assisted living/personal care facility, memory care/Alzheimer’s care facility, long term acute care hospital, rehabilitation hospital, or other senior-restricted independent living facility, existing or to be constructed (a “Health Care Facility”) from a third party where the cost thereof, or a material portion of such cost, would be financed by a third party lender, (ii) a third party financing source such as a real estate investment trust or other similar source of financing would acquire a Health Care Facility from a third party seller (whether by cash, the assumption of existing debt, or a combination thereof) and concurrently lease such Health Care Facility to Ensign or any of its Affiliates as operator or any transaction substantively similar thereto, or (iii) a transaction whereby Ensign or any of its Affiliates would develop a Health Care Facility and where the cost thereof, or a material portion of such cost, would be financed by a third party lender. Notwithstanding the foregoing, a ROFR Transaction shall not include: (i) the acquisition of a Health Care Facility or Health Care Facilities by Ensign or any of its Affiliates pursuant to which the third-party seller has offered Ensign or its Affiliate, as the case may be, to finance the acquisition of such Health Care Facility or Health Care Facilities through seller-backed financing or the assignment and assumption of existing seller financing, including without limitation any financing with an Agency Lender (as defined in the Master Leases), (ii) a transaction where the proposed financing source for such acquisition or development (whether a real estate investment trust or other financing source) identified, pursued, sourced or presented such transaction to Ensign or any of its Affiliates or assisted Ensign or any of its Affiliates in the identification of such transaction under a master developer agreement or other similar arrangement, as the case may be, or with an expectation that such transaction be financed through such financing source, or (iii) a transaction financed with borrowings under any revolving credit facility of Ensign.
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ROFR Transaction means any transaction that, whether directly or indirectly:
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Examples of ROFR Transaction in a sentence

  • The other party(ies) (in their capacities as buyers or lenders, as applicable) to the ROFR Transaction Documents with the Covered Parties are referred to herein as the “Counter-Parties”.

  • Ensign hereby grants to CareTrust a right of first refusal to provide the financing for any ROFR Transaction (as defined below).

  • If, at any time or from time to time during the term of this Agreement, Ensign is prepared or elects to enter into a ROFR Transaction, Ensign shall comply with the provisions of this Section 1.1 Additionally, CareTrust shall have the right to nominate one or more of its Affiliates to provide the financing for any ROFR Transaction under this Section 1.1 for which CareTrust is entitled to provide such financing.

  • Abeona will provide Ultragenyx with advance written notice of the ROFR Transaction (including a summary of the material terms and conditions thereof) (a “ROFR Notice”) and allow Ultragenyx [***] days to respond whether Ultragenyx is willing to acquire all rights relating to or subject to the ROFR Transaction from Abeona (an “Ultragenyx Election Notice”).

  • If Seller shall not have received the Company ROFR Notice on or before the end of the ROFR Period, the Company shall be deemed to have waived its rights with respect to the ROFR Transaction.

  • If, at any time or from time to time during the term of this Agreement, Ensign is prepared or elects to enter into a ROFR Transaction, Ensign shall comply with the provisions of this Section 1.1. Additionally, CareTrust shall have the right to nominate one or more of its Affiliates to provide the financing for any ROFR Transaction under this Section 1.1 for which CareTrust is entitled to provide such financing.

  • Each Party hereto acknowledges and agrees that this Agreement does not obligate either Party to enter into any future agreement or relationship with respect to the ROFR Transaction or otherwise.

  • Notwithstanding the foregoing, Holder, or any purchaser, assignor or participant who proposes to further sell, assign or grant a participation in a Note Interest, shall notify the Company (the “ROFR Notice”) of the proposed transaction (the ROFR Transaction”) not less than thirty (30) days (the “ROFR Period”) prior to the proposed ROFR Transaction, including the name and address of the proposed purchaser, assignor or participant and the terms of the ROFR Transaction.

  • On or before the end of the ROFR Period, the Company shall have the option, but not the obligation, to purchase all (but not less than all) of the Note Interest proposed to be sold by Seller upon the terms of the ROFR Transaction set forth in the ROFR Notice.

  • Upon the receipt by Abeona of an Ultragenyx Election Notice, the Parties will negotiate in good faith for a period of [***] days (the “ROFR Terms Negotiation Period”) to finalize the material terms and conditions regarding the acquisition by Ultragenyx of all rights related to such ROFR Transaction (the “ROFR Term Sheet”).


More Definitions of ROFR Transaction

ROFR Transaction has the meaning set forth in Section 2.6.
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ROFR Transaction shall have the meaning set forth in Article XXV.
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Related to ROFR Transaction

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Proposed Transaction is defined in Section 6.2(a).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

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

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Business Combination Transaction means:

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.