ROFR. At any time while the Note is outstanding, the Company desires to borrow funds, raise additional capital and/or issue additional promissory notes convertible into shares of securities of the Company (a “Prospective Financing”), the Purchaser shall have the right of first refusal to participate in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing (the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including, but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable. Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business days after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding anything contained herein, the Company shall not furnish any material non-public information concerning the Company without the Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing. Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed 4.9% of the outstanding shares of Common Stock (or 9.99% of the total issued Common Stock of the Co...
ROFR. Seller and Xxxxx acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “ROFR Tenant”), each ROFR and ROFR Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Xxxxx does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Xxxxxx’s ROFR. Prior to the Effective Date, Seller provided each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Prior to the Effective Date, Seller simultaneously sent a copy of each ROFR Notice to Buyer and promptly forwarded to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Xxxxx’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. As of the Effective Date, Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to any Site that is subject to a ROFR.
ROFR. If, at any time following the Effective Time, SpinCo or any of its Affiliates (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer.
ROFR. Except where such violation could not reasonably be expected to have a Material Adverse Effect, perform and observe all the terms and provisions of each ROFR to be performed or observed by it; enforce each such Repurchase Option and ROFR in accordance with its terms; refrain from taking any action (or permitting any action to be taken) that would trigger any ROFR unless a waiver, release or similar dispensation is obtained; and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent to the extent that such action is reasonably necessary to cause the applicable Loan Party or Restricted Subsidiary to be in compliance with any applicable Repurchase Option or ROFR. It is agreed that any request for a waiver or release of any applicable Repurchase Option or ROFR or ROFR Statute shall not be deemed to violate this Section 6.16.
ROFR. In the event Sublessor desires to sublease additional ---- portions of the Leased Premises to third parties (or assign its interest in the Lease, in whole or in part, to third parties) upon terms that a third party desires to accept, or Sublessor receives a bona fide offer from a third party potential sublessee to sublease additional portions of the Leased Premises or take an assignment, in whole or in part, of Sublessor's interest in the Lease, which offer Sublessor desires to accept (the portion of the Leased Premises that is subject to any such offer is herein called the "Offered Property"), then: ----------------
ROFR. One of the following shall have occurred: (i) Alltel shall have waived in writing its right to exercise its ROFR, (ii) Alltel shall have notified Seller in writing that it has elected not to exercise its ROFR (or that it is withdrawing a previous exercise of its ROFR and is electing instead not to exercise its ROFR), (iii) Alltel shall have failed to exercise its ROFR within 40 days after its receipt of the ROFR Notice from Seller, or (iv) all of the following shall have occurred: (A) Alltel shall have validly exercised its ROFR, (B) Alltel and Buyer shall have executed the GP Designation Agreement and delivered it to the Partnership, (C) Alltel and Seller shall have entered into a partnership interest purchase agreement, on substantially the same terms as this Agreement, with respect to Alltel's purchase of a 17% interest in the Partnership from Seller (the "Alltel Purchase Agreement"), and (D) the closing of the transaction contemplated by the Alltel Purchase Agreement shall have taken place contemporaneously with the Closing.
ROFR. Each ROFR will have expired under the terms of the applicable Contract or the ROFR Holder will have waived its ROFR in writing prior to the ROFR’s expiry; provided that if a ROFR Holder exercises a ROFR neither the Buyer nor the Parent may terminate this Agreement except in accordance with Section 8.01(c).
ROFR. In the event the Company seeks any future equity or debt offerings (the “Future Financings”), it acknowledges and agrees that it shall first offer Investor the ability to participate in up to $20,000,000 of any such Future Financings prior to the execution of any agreements governing the Future Financings. Investor shall have fifteen (15) calendar days (unless such period of time is waived by the Investor) to elect to participate in such Future Financing by delivering written notice to the Company. If Investor does not exercise its right to participate in a Future Financing within such fifteen (15) calendar day period, Investor shall be deemed to have waived such rights, and the Company may complete such Future Financing on terms no more favorable to the investors therein than those specified in the offer to Investor.
ROFR. Any bid for Posted Firm Capacity, where the term of such bid or request is one (1) year or longer, shall be subject to a Right of First Refusal ("ROFR") in favor of Anchor Shipper(s). Anchor Shipper(s)' ROFR rights shall be exercised in the following manner:
ROFR. During the Term, on a New OTC Product-by-New OTC Product basis, Sensory Cloud shall have a right of first refusal with respect to the research, development or commercialization of any New OTC Product (the “ROFR”). Accordingly, pursuant to such ROFR, prior to Pulmatrix either (i) becoming bound by or a party to any bona fide term sheet, letter of intent, or other document that has been negotiated in good faith by Pulmatrix with a Third Party pursuant to which Pulmatrix proposes to assign, license, or otherwise grant or transfer any rights to a Third Party to develop or commercialize any New OTC Product (a “Third Party Agreement”) or (ii) making any filing in connection with a Marketing Application for any New OTC Product, Pulmatrix shall provide written notice to Sensory Cloud, including a description of the New OTC Product and, if applicable, detailed terms of the proposed Third Party Agreement (each, a “ROFR Notice”) to enable Sensory Cloud to fully exercise its rights under this Section 3.5. Upon receipt of a ROFR Notice, Sensory Cloud shall have [***] days to consider entering into a transaction with Pulmatrix (on substantially the same terms as the Third Party Agreement, if applicable), and within such [***] day-period, Sensory Cloud shall provide to Pulmatrix a written response (the “ROFR Response”) either electing to pursue such transaction or electing to not pursue such transaction. If Sensory Cloud elects to pursue such a transaction, then the Parties shall thereafter proceed to negotiate in good faith and finalize a definitive agreement with respect to such transaction, but in any event, within [***] days of delivery of Sensory Cloud’s ROFR Response. If Sensory Cloud does not deliver a ROFR Response indicating its desire to pursue such transaction within such [***]-day-period or, if applicable, the parties do not enter into a definitive agreement with respect to such transaction within such [***] day period, Pulmatrix shall be free for a period of [***] days thereafter to consummate the Third Party Agreement on substantially the same terms described in its ROFR Notice or proceed with the development or commercialization of such New OTC Product, as applicable. If Pulmatrix does not consummate such Third Party Agreement on such terms or does not proceed with the development or commercialization of a New OTC Product, as applicable, within such [***] day period, then Pulmatrix shall be required to comply with the procedures of the ROFR again if it des...
