ROFR Sample Clauses
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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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇’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. (i) If any Party receives an unsolicited offer (other than an offer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g)) from a non-Affiliated third-Person to Transfer all or part of its Ownership Interests, the Transferring Party may make such Transfer only if it has complied with the provisions of this Section 15.02 and such Transfer is made in accordance with the other Transmission Use and Capacity Exchange Agreement requirements of this Article XV. Prior to making such Transfer, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a), (f) or (g)) of the proposed transaction (the “ROFR Offer Notice”), which notice shall fully disclose (A) the terms of the proposed transaction, (B) the Ownership Interests subject to the ROFR Offer Notice (the “ROFR Offered Interest”), (C) the identity of the proposed transferee and (D) the date on which the offer shall expire if not accepted, which shall be at least thirty (30) days after each other Party has received the ROFR Offer Notice (the “ROFR Offer Deadline”).
(ii) Upon receipt of a ROFR Offer Notice, any Party receiving such notice shall have a right to acquire all (but not less than all) of the ROFR Offered Interest, upon the same terms and conditions that are set forth in the ROFR Offer Notice, by giving written notice to the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ROFR Return Notice”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance with the provisions of Section 15.01, Sections 15.02(a) and (d) and Section 15.04, the ROFR Offered Interest may be thereafter Transferred to the non-Affiliated third-Person as long as the terms of such Transfer are the same as, or more favorable to the Transferring Party than, those described in the ROFR Offer Notice.
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.
(i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period (the “Election Notice”).
(ii) In the event that (x) Parent has delivered the Election Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within twenty (20) days of delivery of the Election Notice, each select an appraisal firm that has experience in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree on the third appraisal firm within...
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 the Seller Majority may not terminate this Agreement except in accordance with Section 8.01(d).
ROFR. The Parties hereto acknowledge and agree that, notwithstanding anything set forth in the August 2019 ECA, (i) the rights of Ares set forth in Section 5.5(b) of the May 2019 ECA are and will remain in full force and effect in accordance with the terms thereof notwithstanding any action taken by Ares prior to, on or following the date hereof, (ii) for purposes of the definition of Change of Control in the Series B-1 COD and the Series B-2 COD, a “Reinstatement Event” shall be deemed to have occurred, (iii) for purposes of Section 7(a)(vi) of the Series B-2 COD, any redemption of Series B-2 Preferred Stock shall be redeemed at the Optional Redemption Price (as defined therein) per share and (iv) the consent rights of Ares set forth in Section 6(b) of each of the Series B-1 COD and the Series B-2 COD are in full force and effect.
ROFR. As of the date hereof, Tenant’s ROFR shall no longer apply to the eleventh (11th) floor of the Building (i.e., the Expansion Premises).
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 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. Subject to the terms hereof and Prime Landlord’s consent, from and after the date of this Sublease and expiring on July 31, 2025 (the “ROFR Period”), Subtenant shall have a one-time right of first refusal (the “ROFR”) with respect to Suite 100 within the 12790 Building as shown on Exhibit F (the “ROFR Space”) on the terms set forth in this Section 3(d). Sublandlord shall deliver written notice to Subtenant when Sublandlord receives a bona fide offer from a prospective third-party subtenant during the ROFR Period that Sublandlord is willing to accept for the ROFR Space (the “ROFR Notice”), which notice shall include all of the relevant business terms such as the rentable square feet and location of the ROFR Space, the rental rate and any other material business terms related thereto (“ROFR Terms”). Subtenant shall be required to exercise its right under this Section 3(d), if at all, with respect to all of the ROFR Space upon the ROFR Terms. Within five (5) business days after Subtenant’s receipt of the ROFR Notice, Subtenant shall deliver to Sublandlord written notice (the “Acceptance Notice”) if Subtenant elects to sublease the ROFR Space on the ROFR Terms pursuant to this Section 3(d). If Subtenant elects to sublease the ROFR Space by timely delivering the Acceptance Notice, provided Prime Landlord has provided its written consent to Subtenant’s sublease of the ROFR Space, Subtenant shall be deemed to agree to expand the Subleased Premises to include the ROFR Space and to lease the ROFR Space on the ROFR Terms, and this Sublease shall be amended to reflect the terms of the ROFR Notice for the rental of the ROFR Space. If Subtenant fails to deliver an Acceptance Notice to Sublandlord within the required five (5) business day period, Subtenant shall have deemed to have waived its rights under this Section 3.4(d) with respect to the ROFR Space. Upon the expiration of the ROFR Period, this Section 3.4(d) shall automatically expire and be of no further force or effect. The rights contained in this Section 3.4(d) are personal to the Subtenant named in this Sublease (the “Original Subtenant”) and its Permitted Transferees and shall not be available to any assignee or sublessee other than a Permitted Transferee, and may be exercised only provided and on condition that this Sublease is in full force and effect. Notwithstanding anything to the contrary, Subtenant’s sublease of the ROFR Space shall be subject to Prime Landlord’s written consent, and Subtenant shall ...
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.