ROFR Transfer Notice definition

ROFR Transfer Notice has the meaning set forth in Section 3.01(d)(i).

ROFR Transfer Notice has the meaning given in clause 3.1;

ROFR Transfer Notice shall have the meaning set forth in Article 3.2.2(i);

Examples of ROFR Transfer Notice in a sentence

• The ROFR Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.

• If Parent or the Company have elected to purchase all or any portion of the ROFR Shares pursuant to this Section 3.01(c), the closing of the purchase and sale of such ROFR Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Selling Shareholder but no later than 60 days after the ROFR Transfer Notice, subject to clause (d) below.

• The 60 day period for the Transfer or shares subject to the ROFR Transfer Notice shall be extended as necessary to obtain any approvals required by clause (i) and such purchase and sale shall be consummated within five (5) Business days after receipt of such approvals.

• Following the delivery of the ROFR Notice of Acceptance, the Transferring Shareholder and the Non-Transferring Shareholder shall cooperate in good faith to consummate a definitive transaction in accordance with the ROFR Transfer Notice as soon as reasonably possible; provided that if more than one of the Non-Transferring Shareholders timely provides a ROFR Notice of Acceptance, then each of the Non-Transferring Shareholders shall be entitled to purchase no more than its pro rata share of the ROFR Shares.

• The ROFR Transfer Notice shall certify that the ROFR Transferor has received a definitive offer from the ROFR Third Party Purchaser and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the ROFR Transfer Notice.

• The ROFR Transfer Notice shall constitute an irrevocable offer to sell any or all of the ROFR Transfer Securities to the Company and to the Institutional Holders within 30 days of receipt by the Company of the ROFR Transfer Notice (the "ROFR OFFER PERIOD").

• Depending on the circumstances, the University Title IX Coordinator also may interview others with relevant knowledge, review documentary materials, and take any other appropriate action to gather and consider information relevant to the grievance.

• The ROFR Transferor shall not terminate or withdraw any ROFR Transfer Notice after any ROFR Right Holder has notified the ROFR Transferor of its wish to purchase the ROFR Offered Shares in accordance with Section 7.2.

• If, during the ROFR Offer Period, the Company, or any combination of the Company and the Institutional Holders, has accepted the offer contained in the ROFR Transfer Notice, then, the closing of the purchase of such ROFR Transfer Securities shall take place at the principal offices of the Company within 15 days of such acceptance.

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More Definitions of ROFR Transfer Notice

ROFR Transfer Notice shall have the meaning set forth in Section 2.2(a).

ROFR Transfer Notice has the meaning set forth in Section 7.2(i) hereof.

ROFR Transfer Notice is defined in Section 7.4(a).

ROFR Transfer Notice has the meaning given in Section 7.2(b). Sanctions Laws and Regulations means any of the Trading With the Enemy Act, the International Emergency Economic Powers Act, the United Nations Participation Act, or the Syria Accountability and Lebanese Sovereignty Act, all as amended, of the United States or regulations of the United States Treasury Department Office of Foreign Assets Controls ("OFAC"), or any export control law or regulation applicable to United States-origin goods, or any enabling legislation or executive order relating to any of the above, as collectively interpreted and applied by the United States Government at the prevailing point in time.