ROFO Transfer definition

ROFO Transfer means the sale and Transfer to Persons Controlled by one or more Xxxx Family Members of any assets located in the Texas Panhandle related to the CREZ Project that are categorized as ROFO Projects under the Development Agreement with an aggregate fair market value not to exceed $5,000,000.
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ROFO Transfer means the sale and transfer to Persons Controlled by one or more Hunt Family Members of any assets located in the Texas Panhandle related to the CREZ Project that are categorized as ROFO projects under the Development Agreement with an aggregate fair market value not to exceed $5,000,000.
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Examples of ROFO Transfer in a sentence

  • If no Offeree delivers a ROFO Offer Notice in accordance with Section 3.6(c), the Transferor may, during the 180 day period immediately following the expiration of the ROFO Notice Period (which period may be extended for a reasonable time not to exceed 180 days to the extent reasonably necessary to obtain any Government Approvals) (the “Waived ROFO Transfer Period”), Transfer all of the Offered Shares to a Third Party at a price no lower than the ROFO Price.

  • If the Transferor does not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be Transferred to a Third Party unless the Transferor sends a new Offer Notice in accordance with, and otherwise complies with, this Section 3.6.

  • If the Company does not consummate the Forward Notes Refinancing within the Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Forward Notes Refinancing shall not be offered to any person unless first re-offered to the Holder in accordance with this Section 7.

  • The Non-Selling Shareholder will have a period of twenty (20) Business Days from the date of the ROFO Transfer Notice (the date on which such period expires, the “Initial Expiry Date”) to provide the Transferring Shareholder with a written binding offer (the “Offer Notice”) to acquire all (but not only some) of the ROFO Offered Shares at the Asking Price.

  • If Borrower does not timely make a ROFO Election or affirmatively waives its ROFO or if, after making a timely ROFO Election, Borrower fails to make the ROFO Prepayment within ten (10) Business Days of the ROFO Election, Lender shall be free to proceed to consummate the ROFO Transfer with respect to the Offered Interest to any Qualified Transferee including any Limited Transferee at a price not less than 97% of the ROFO Price.

  • If the ROFO Offering Holder has not completed the sale of the ROFO Transfer Securities during the applicable period referred to above, such ROFO Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2(b) without again fully complying with the provisions of this Section 2.2(b) and all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the ROFO Transfer Securities.

  • If the Offering Seller does not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFO Transfer Period, the right provided hereunder shall be deemed to be revived and the Offered Shares shall not be offered to any person unless first re-offered to Buyer in accordance with this Section5.18 .

  • For a period of 30 (thirty) days after receipt of a ROFO Transfer Notice (the “ROFO Offer Period”), the Promoters shall have the right, exercisable through the delivery of a notice (“ROFO Notice”), to purchase the ROFO Offered Securities at a purchase price to be paid per ROFO Offered Security (“ROFO Offer Price”) as provided in the ROFO Notice.

  • To the extent that the Members determine to consummate the transfer of the Phase II Property to the Company in accordance with Section 2.09 or Exhibit D, then the ROFO Transfer Documents (as defined in Exhibit D) or such other applicable documentation shall provide for the contribution of the Phase II Property by Tejon, additional cash by Rockefeller, and additional contributions by both Members for the development of the Phase II Property.

  • If Lender desires to effectuate the ROFO Transfer with respect to Offered Interest to any Limited Transferee for a price of less than 97% of the ROFO Price, then provided no Event of Default then exists, then such ROFO Transfer of the Offered Interest shall again be subject to the provisions of this Section 11.14(c).

Related to ROFO Transfer

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or Common Stock issued or issuable upon conversion of Preferred Stock.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Exempt Transfer means, in relation to shares held by a member:

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Drag-Along Notice has the meaning set forth in Section 3.03(b).

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • ROFO Notice is defined in Section 6.2(a).

  • Transfer Notice means the notice of a proposed transfer of Shares described in Section 8.

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

  • Sale Notice has the meaning set forth in Section 9.18(b).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

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

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.