Examples of ROFO Units in a sentence
It therefore does not contemplate that the state will go scot-free.
Vistra Member (or any Affiliate thereof) shall have a period of thirty (30) days after receipt of the ROFO Notice (the “ROFO Offering Period”) to propose a cash purchase price for all (but not less than all) of the ROFO Units, along with any other material terms and conditions applicable to the Disposition (an “Offer Notice”).
The ROFO Notice shall constitute an irrevocable offer by the Selling Holder to sell to the Class A Members the ROFO Units at the price and on the terms set forth in the ROFO Notice.
The Class A Members may elect to purchase, by written notice (a “ ROFO Exercise Notice”) to the Selling Holder at any time during the thirty (30) calendar days following their receipt of the ROFO Notice, all (but not less than all) of the ROFO Units for cash at the price and upon the terms and conditions set forth in the ROFO Notice.
If the Series A ROFO Unitholder does not transfer all of the Series A ROFO Units or such transfer is not consummated within the Series A ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and the Series A RO–FO Units shall not be transferred to any Person unless first re-offered to the Partnership pursuant to a subsequent Series A ROFO Notice and process in accordance with this S ection 5.12(o)(iv).
The delivery of an Offer Notice shall constitute an irrevocable commitment for a period of ninety (90) days following delivery of such Offer Notice to purchase all of the ROFO Units specified in the Offer Notice at the cash price and on the terms set forth in the Offer Notice.
Prior to initiating a Company Sale pursuant to Section 7.6, the Initiating Seller shall comply with the procedures set forth on Annex VII (the “ROFO Procedures”) with respect to the Units being Transferred by the Initiating Seller pursuant to the Company Sale (for purposes of the ROFO Procedures, the Initiating Seller shall be the ROFO Transferring Party and the Equity Interests being Transferred by the Initiating Seller pursuant to the Company Sale shall be the ROFO Units).
In the event there are two validly delivered Additional ROFO Acceptance Notices for a total number of remaining ROFO Units in excess of the number available, the remaining ROFO Units available for purchase under this subsection shall be allocated between the two applicable Principal Investors on a pro rata basis (relative to each other).
By delivering the ROFO Notice, subject to receipt and acceptance of an Offer Notice, the Offering Member shall be deemed to be representing and warranting to the Company and Vistra Member that the Offering Member has all of the necessary power and authority to sell such ROFO Units and that the ROFO Units are free and clear of any and all Encumbrances other than those arising under this Agreement.
Thereafter, the Series A ROFO Unitholder and the Partnership shall then have ten (10) Business Days from the date of such agreement to consummate such purchase of the ROFO Units (any such purchase, a “Series A R OFO Sale”), which period shall be extended as appropriate in case of required regulatory approvals or any undue delay or delays caused by the Series A ROFO Unitholder.