ROFO Purchaser definition
Examples of ROFO Purchaser in a sentence
If Comcast ROFO Purchaser fails to notify the Company, prior to the expiration of the Offer Period, of acceptance of the terms of the Offer, Comcast ROFO Purchaser shall be deemed to have declined the Offer with respect to such portion of the Offered ROFO Assets.
Comcast ROFO Purchaser shall have a 30-day period (the “Offer Period”) in which to accept such Offer by giving a notice of acceptance to the Company prior to the expiration of such Offer Period.
Comcast ROFO Purchaser, the Company and all Shareholders of the Company shall cooperate, and the Company shall use commercially reasonable efforts to cause the Portfolio Company to cooperate, in good faith in implementing any alternative structure agreed to pursuant to this Section 9.01(d).
Each of Walgreens, the Company, Gibco and the ROFO Purchaser (if not Gibco) agrees to use its reasonable best efforts to secure any regulatory approvals or other consents or approvals, and to comply with any Law necessary in connection with the offer, sale and purchase of such Subject Shares.
The ROFO Purchaser shall deliver at the closing payment of the Offer Price as stated in the ROFO Sale Terms in full in immediately available funds for the Offered Securities purchased by it.
On the closing date therefor, (i) Escrow Agent shall release the ROFO Deposit to the Partnership (or the applicable Subsidiary), and the ROFO Purchaser shall pay, to the Partnership or the applicable Subsidiary, the balance of the Sale Price.
The closing of the purchase of Offered Securities subscribed for by the ROFO Purchaser under Section 9.01(b) shall be held at the executive office of the JV at 11:00 a.m., local time, on the thirtieth (30th) day after expiration of the ROFO Acceptance Period, or at such other time and place as the parties to the transaction may agree in writing.
All-Share Sale Notice, subject to the consent of the Rights Shareholder as to the transfer of the ROFO Shares to the Qualifying Third Party ROFO Purchaser (such consent not to be unreasonably withheld or delayed) if the Selling Shareholder is proposing to sell its entire 50 per cent.
The Company and the Transferring Other Investor shall use their commercially reasonable efforts to promptly obtain all required regulatory approvals and consents and to take such other actions as may be reasonably requested by the ROFO Purchaser or the Transferring Other Investor in connection with such Transfer.
The third Appraiser's valuation will be the Consideration Value for all purposes hereof and will not be subject to appeal or challenge by either the ROFO Purchaser or the Offering Stockholder.