Examples of ROFR Units in a sentence
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.
This project will study the response of the northern leopard frog to organic and trace metal contaminant exposure and compare the results of their exposure with, Xenopus tropicalis, a well-studied frog species that has been used in developmental genetic studies.
If all of the ROFR Units have not been agreed to be purchased by the Company and/or the Initial Members pursuant to the preceding ROFR provisions, the Company and the Initial Members shall have no right to purchase any of such Units, and the Offering Member may sell the ROFR Units to the Offeror on the same terms as set forth in the Offer within the ninety (90) day period following the last (15) day election period described above.
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.
The relevant parties shall use commercially reasonable efforts to cause the closing of the sale of the ROFR Units to the Non-Selling Members pursuant to this Section 11.1 to occur no later than sixty (60) days after the date of the ROFR Election Notice, subject to extension as necessary to obtain any consents required from a Governmental Authority.
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.
Any ROFR Member notifying the Company of its desire to purchase any of the ROFR Units or the Remaining Offered Units shall be irrevocably obligated to do so.
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.
In the event that a ROFR recipient does not exercise its right to purchase its allocable share of ROFR Units, the other ROFR Recipients may purchase such Person’s allocable share of ROFR Units.
If the Disposing Person does not Transfer the ROFR Units within such sixty (60)-day period, the rights provided hereunder shall be deemed to be revived and the ROFR Units shall not be Transferred to a Proposed Transferee unless the Disposing Person sends a new Disposition Notice in accordance and which otherwise complies with this Section 11.4. 11.5 Admission as Substitute Member.