ROFO Party definition
Examples of ROFO Party in a sentence
Seller shall promptly provide notice to Purchaser of its receipt of any notice or other communication, written or oral, from any ROFO Party to exercise, or to decline to exercise, such ROFO Right, and, in the case of a written communication, copies thereof.
If any ROFO Party exercises its ROFO Rights (each, a “ROFO Election”), this Agreement shall automatically terminate.
The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the ROFO Party proposes to pay for the ROFO Asset and the other material terms of the purchase) pursuant to which the ROFO Party would be willing to enter into a binding agreement for the Proposed Transaction.
The ROFO Party shall have 30 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with the Seller (the “ROFO Response”).
The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the ROFO Party to make a responsive offer to enter into the Proposed Transaction with the Seller, which terms, conditions and details shall include any material terms, conditions or other details that the Seller would propose to provide to non-Affiliates in connection with the Proposed Transaction.
If the Seller and the ROFO Party are unable to agree on such terms during such 30-day period, the Seller may Transfer the ROFO Asset to any third party on terms not materially more favorable to the Seller than the last written offer proposed during negotiations with the ROFO Party pursuant to this Section 6.2(b).
If no ROFO Response is delivered by the ROFO Party within such 30 day period, then the ROFO Party shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and the Seller shall be free to enter into a Proposed Transaction with any third party on terms and conditions determined in the sole discretion of the Seller.
If any ROFO Offer Notice is accepted by the ROFO Seller, each ROFO Party timely delivering a ROFO Offer Notice shall have the right to acquire a pro rata number of ROFO Shares based on the relative number of shares of Common Stock then owned by all of the ROFO Parties timely delivering a ROFO Offer Notice.
The preceding sentence in no way effects Managing Member’s rights otherwise provided in this Section 6.7 with respect to any Investment Opportunities that are not the subject of Non-Managing Member’s obligations to Senior ROFO Party.
If the Subject Shares are not Transferred by or an agreement to transfer the Subject Shares is not entered into by the ROFO Party within such 90 day period (or in the case of an agreement, the Transfer pursuant thereto has not been consummated within 120 days after the end of such 90 day period), the right provided pursuant to this Section 2.3 shall be deemed to be revived and the Subject Shares shall not be offered unless first reoffered to the ROFO Offerees in accordance herewith.