ROFO Offer Notice definition

ROFO Offer Notice has the meaning specified in Section 4.9(a).

ROFO Offer Notice has the meaning assigned to such term in Section 3.3(b).

ROFO Offer Notice has the meaning given in Clause ‎13.3.

Examples of ROFO Offer Notice in a sentence

• If a ROFO AHG Shareholder has not issued a ROFO Offer Notice by the end of the ROFO Offer Period in accordance with Clause 13.3, such ROFO AHG Shareholder shall be deemed to have waived all of its rights under this Clause 13 to make an offer for and/or to purchase any Subject Securities set out in the relevant ROFO Notice.

• Following delivery of the ROFO Offer Notice, if applicable, the ROFO Recipient will purchase the ROFO Shares by delivering cash equal to the aggregate ROFO Price due for such ROFO Shares by wire transfer to an account designated in writing by the ROFO Seller against delivery of certificates or other instruments representing the ROFO Shares so purchased, it being understood that the consummation of such sale shall occur only after the receipt of required authorizations as set forth in Section 3.3(e).

• Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser.

• At the closing of any sale and purchase pursuant to this Section 5.18 , which shall occur no later than ten Business Days following the delivery by Buyer of the ROFO Offer Notice, the Offering Seller shall deliver to Buyer a certificate or certificates representing the Offered Shares to be sold, accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from Buyer by wire transfer of immediately available funds.

• If Crestwood does not deliver a ROFO Offer Notice that conforms to the requirements set forth in Section 2.03(b) on or before the deadlines set forth in Section 2.03(b), then the ROFO Seller shall be free to sell the Subject Units without further complying with this Section 2.03; provided, however, that such sale is consummated within 45 days after the Proposed Pricing Date.

More Definitions of ROFO Offer Notice

ROFO Offer Notice has the meaning given such term in Section 5.01(c).

ROFO Offer Notice shall have the meaning set forth in Section 13.4(b).

ROFO Offer Notice has the meaning set forth in Section 7.2A(iii) hereof.

ROFO Offer Notice to the ROFO Seller, (A) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior to the Proposed Pricing Date and (B) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day of the Proposed Pricing Date. Each ROFO Offer Notice shall be, subject to the following sentence, an irrevocable offer to purchase all of the Subject Units pursuant to this Section 2.03(b), and shall state the purchase price Crestwood is offering for the Subject Units (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date). The failure of Crestwood to deliver a ROFO Offer Notice that conforms to the requirements set forth in this Section 2.03(b) on or before the deadlines set forth in this Section 2.03(b) shall be deemed to be a waiver of Crestwood’s right to make a ROFO Offer under this Section 2.03. A ROFO Offer shall be irrevocable until 11:59 p.m. Eastern Time on the Proposed Pricing Date, unless earlier accepted by the ROFO Seller.

ROFO Offer Notice which such ROFO Offer Notice shall set forth Landlord’s determination of the Market Rate, and a complete copy of any letters of intent, proposals, leases or other writings indicating the terms and conditions of such proposed lease, if applicable.

ROFO Offer Notice is defined in Section 9.4(a)(i).

ROFO Offer Notice is defined in Section 9.1(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.4(a) (for purposes of the Interest Sale ROFO Provisions).