ROFR Transaction definition

ROFR Transaction means any transaction by or on behalf of an issuer of securities or a third party, or their assignees or delegees, pursuant to a right of first refusal, preemptive right or similar mechanism, or request to alter the transaction in lieu thereof, including a seller entering into a Trade with a different buyer preferred by the issuer or a third party or a redemption by or on behalf of the issuer or a third party, whether by law, contract, bylaw, charter or otherwise.
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ROFR Transaction means a transaction whereby: (i) Ensign or any of its Affiliates would acquire any skilled nursing facility, assisted living/personal care facility, memory care/Alzheimer’s care facility, long term acute care hospital, rehabilitation hospital, or other senior-restricted independent living facility, existing or to be constructed (a “Health Care Facility”) from a third party where the cost thereof, or a material portion of such cost, would be financed by a third party lender, (ii) a third party financing source such as a real estate investment trust or other similar source of financing would acquire a Health Care Facility from a third party seller (whether by cash, the assumption of existing debt, or a combination thereof) and concurrently lease such Health Care Facility to Ensign or any of its Affiliates as operator or any transaction substantively similar thereto, or (iii) a transaction whereby Ensign or any of its Affiliates would develop a Health Care Facility and where the cost thereof, or a material portion of such cost, would be financed by a third party lender. Notwithstanding the foregoing, a ROFR Transaction shall not include: (i) the acquisition of a Health Care Facility or Health Care Facilities by Ensign or any of its Affiliates pursuant to which the third-party seller has offered Ensign or its Affiliate, as the case may be, to finance the acquisition of such Health Care Facility or Health Care Facilities through seller-backed financing or the assignment and assumption of existing seller financing, including without limitation any financing with an Agency Lender (as defined in the Master Leases), (ii) a transaction where the proposed financing source for such acquisition or development (whether a real estate investment trust or other financing source) identified, pursued, sourced or presented such transaction to Ensign or any of its Affiliates or assisted Ensign or any of its Affiliates in the identification of such transaction under a master developer agreement or other similar arrangement, as the case may be, or with an expectation that such transaction be financed through such financing source, or (iii) a transaction financed with borrowings under any revolving credit facility of Ensign.
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ROFR Transaction shall have the meaning set forth in Article XXV.
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Examples of ROFR Transaction in a sentence

  • Abeona will provide Ultragenyx with advance written notice of the ROFR Transaction (including a summary of the material terms and conditions thereof) (a “ROFR Notice”) and allow Ultragenyx [***] days to respond whether Ultragenyx is willing to acquire all rights relating to or subject to the ROFR Transaction from Abeona (an “Ultragenyx Election Notice”).

  • Ensign hereby grants to CareTrust a right of first refusal to provide the financing for any ROFR Transaction (as defined below).

  • Upon the receipt by Abeona of an Ultragenyx Election Notice, the Parties will negotiate in good faith for a period of [***] days (the “ROFR Terms Negotiation Period”) to finalize the material terms and conditions regarding the acquisition by Ultragenyx of all rights related to such ROFR Transaction (the “ROFR Term Sheet”).

  • Deprivation is higher than average and about 19.5% (11,400) children live in poverty.

  • The maximum compensation is RM25.00 per visit subject to a maximum of RM 250.00 per Accident.

  • For the avoidance of doubt, a ROFR Transaction shall not include any individual Guarantor’s purchase of ownership interest in any company whose stock is publicly traded on a stock exchange.

  • On or before the end of the ROFR Period, the Company shall have the option, but not the obligation, to purchase all (but not less than all) of the Note Interest proposed to be sold by Seller upon the terms of the ROFR Transaction set forth in the ROFR Notice.

  • The Company and Seller shall consummate the sale and purchase of the Note Interest pursuant to the terms of the ROFR Transaction set forth in the ROFR Notice not later than five (5) business days following receipt by Seller of the Company Notice, or at such later time as may be provided pursuant to the ROFR Transaction.

  • The potential new cars cost base was estimated at 5 percent per year of total fleet size based on an average age of heavy rail cars of20.8 years.

  • If, at any time or from time to time during the term of this Agreement, Ensign is prepared or elects to enter into a ROFR Transaction, Ensign shall comply with the provisions of this Section 1.1. Additionally, CareTrust shall have the right to nominate one or more of its Affiliates to provide the financing for any ROFR Transaction under this Section 1.1 for which CareTrust is entitled to provide such financing.


More Definitions of ROFR Transaction

ROFR Transaction means any transaction that, whether directly or indirectly:
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ROFR Transaction has the meaning set forth in Section 2.6.
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Related to ROFR Transaction

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Proposed Transaction is defined in Section 6.2(a).

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Business Combination Transaction means:

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.