ROFO Interest definition

ROFO Interest shall have the meaning set forth in Section 7.2(a).
Sample 1Sample 2Sample 3
ROFO Interest is defined in Section 5.10(a).
Sample 1Sample 2Sample 3
ROFO Interest is defined in Section 4.7(e)(iii).
Sample 1Sample 2Sample 3

Examples of ROFO Interest in a sentence

  • For a period of 30 days thereafter, ETP shall have the right, but not the obligation, to submit a written offer to purchase the ROFO Interest (the “ROFO Offer”), on such terms and conditions as ETP may determine and which terms and conditions shall be described in the ROFO Offer.

  • Selling Party shall have the right to have its applicable Affiliate that owns the ROFO Interest enter into the PSA, and Purchasing Party shall have the right to designate an Affiliate to enter into the PSA.

  • The Parties or any agent acting by, through, under or on their behalf shall be strictly prohibited from disclosing to any Third Party (other than financial sources, consultants, representatives and prospective Third Party transferees) the terms, conditions or status of negotiations or discussions concerning the proposed transfer of the ROFO Interest (the “Confidential Information”) except to the extent such matters are already public knowledge or are required under applicable securities law.

  • Notwithstanding anything to the contrary contained in this Section 1.4, if a Selling Party completes the sale of a ROFO Interest to a Third Party, the ROFO created by this Agreement in such ROFO Interest shall terminate.

  • Failure of a Purchasing Party to purchase or elect to purchase a ROFO Interest shall not affect the right of the Purchasing Party to purchase a different ROFO Interest (or the same ROFO Interest if reinstated pursuant to this Agreement).

  • At a Closing, the Selling Party shall execute and deliver to the Purchasing Party appropriate and customary conveyance documents which convey full right, title and interest in and to the ROFO Interest, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except for liens and encumbrances permitted pursuant to the terms of the PSA).

  • During the period that Selling Party and Purchasing Party are negotiating in good faith commercially reasonable terms and conditions of the PSA, Selling Party may permit Purchasing Party reasonable access to the ROFO Interest to conduct customary due diligence pursuant to an access agreement mutually agreed upon by Selling Party and Purchasing Party.

  • The closing of a sale of a ROFO Interest (a “Closing”) by a Selling Party and a Purchasing Party shall take place on the date set forth in the Offer Notice or the Revised Offer Notice, if applicable, or if not so set forth, on a date that is no later than ninety (90) days after the date that the parties mutually execute and deliver the PSA.

  • With respect to a Liberty ROFO Interest, clause 2.1(b) of the Algonquin ROFO Agreement shall be disapplied.

  • If Selling Party breaches its obligation to close the sale of a ROFO Interest pursuant to the PSA or defaults in any material respect under any of the other terms and conditions of the PSA, Purchasing Party’s sole remedy shall be to exercise such remedies as are expressly provided in the PSA.


More Definitions of ROFO Interest

ROFO Interest has the meaning given such term in Section 5.01(b).
Sample 1Sample 2Sample 3
ROFO Interest has the meaning set forth in Section 8.1.
Sample 1Sample 2
ROFO Interest means any Financial Interest held by AQN or any direct or indirect wholly owned Subsidiary of AQN in any ROFO Asset or in any ROFO Entity, subject to Clause 3.3 and Clause 4.2(c) hereof.
Sample 1
ROFO Interest is defined in Section 7.1.2 hereof.
Sample 1
ROFO Interest has the meaning set forth in Section 4.7(e)(iii). “ROFO Response” has the meaning set forth in Section 4.7(e)(iii).
Sample 1
ROFO Interest has the meaning set forth in Section 10.4.
Sample 1

Related to ROFO Interest

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • Tag-Along Right is defined in Section 4.7(c).

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Capital Interest means the proportion that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all Members whose Capital Accounts have positive balances as may be adjusted from time to time.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Transferred Interests has the meaning set forth in the Recitals.

  • GP Interest means: (i) with respect to any limited partnership, a unit of general partnership interest in such partnership; and (ii) with respect to a McNeil Partnership, the units of general partnership interest held by the general partner of such McNeil Partnership and all of the rights in respect thereof, including not only the general partner's proportionate interest of the profits and losses of that McNeil Partnership based on the general partner's capital contribution but also the rights and other assets (if any) corresponding to such McNeil Partnership which are being contributed to the applicable New GP LLC at the direction of the Company in accordance with Article II hereof.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

  • Transferring Member has the meaning set forth in Section 9.4.

  • registered interest means an international interest, a registrable non-consensual right or interest or a national interest specified in a notice of a national interest registered pursuant to Chapter V;

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Common Interest means the limited liability company interest of the Member in the Company as described in Article VII. The Company shall have one class of Common Interest.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Class X Interest The regular interest in the Class X REMIC represented by the Class X Certificates as specified and described in the Preliminary Statement and the related footnote thereto.