ROFO Notice. If, after the Trigger Point, Supplier desires to enter into a Phase Two Product Transaction, Supplier shall first deliver a notice in writing (the "ROFO Notice") to GM whereby the Supplier offers to enter into a Phase Two Product Transaction with GM on the terms and conditions set out in the ROFO Notice (the "Sale Terms").
ROFO Notice. The Transferring Investors’ ROFO Notice shall constitute an irrevocable offer to sell the ROFO Shares to the Company, on the basis described below, at the ROFO Price and on the other terms set forth in the ROFO Notice.
ROFO Notice. If at any time any Holder (the “Seller”) proposes to sell, transfer, pledge or otherwise dispose of (each, a “Transfer”) Equity Securities to one or more Persons (other than a Permitted Transferee), then the Seller shall give the Company a written notice of the Seller’s desire to make the Transfer (the “ROFO Notice”), which ROFO Notice shall include (i) a description of the Equity Securities to be transferred (“Offered Shares”), (ii) the proposed purchase price and (iii) the material terms and conditions upon which the proposed Transfer is to be made. The ROFO Notice constitutes the Seller’s irrevocable offer to sell the Offered Shares to the Company and the Major Investors under the terms of this Section 3.1 (
ROFO Notice. If at any time any Equity Shareholder wishes to sell some or all of the Equity Shares then owned by it (other than a transfer to a Permitted Transferee or the sale of up to the .5601% of Equity Shares that constitute part of the PSP Sell-Down, to which this Section 7.07 shall not apply), or PSP wishes to sell some or all of the Fixed Rate Preferred Shares then owned by it in conjunction with or at any time following a sale of all Equity Shares then owned by PSP and its Affiliates, such Shareholder (the “Offeror”) shall first give notice in writing (such notice, a “ROFO Notice”) to all other Equity Shareholders (the “Offeree Shareholders”) of its desire to sell, the purchase price per Share (and in the case of a ROFO Notice by PSP in respect of both Equity Shares and Fixed Rate Preferred Shares, a separate price per Share in respect of Shares of each such class) at which the Offeror wishes to sell (the “Stipulated Price”), any other terms and conditions of the sale (the “Stipulated Terms”) and the expiry date of the ROFO Notice (the “Expiry Date”). The ROFO Notice shall constitute an irrevocable offer by the Offeror to sell to each Offeree Shareholder or such other Permitted Purchaser as an Offeree Shareholder may designate under Section 8.08 (a “Designee”) the Pro Rata Proportion of the Shares specified in the ROFO Notice (the “Offered Shares”) at the Stipulated Price and on the Stipulated Terms. Subject to Section 7.07(3)(b), the ROFO Notice shall specify a Sale Closing Date that is no earlier than 30 days after the Expiry Date.
ROFO Notice. If RMH or any Development Entity proposes to Transfer the RMH ROFO Assets or a Development ROFO Asset (other than, as applicable, a Development ROFO Asset to an Affiliate as described in Section 3.1(a)(i)) during the ROFO Period (a “Proposed Transaction”), RMH or Development, as applicable, shall or shall cause to be delivered, prior to entering into any such Proposed Transaction, notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction and shall not enter into such Proposed Transaction until it has complied with its obligations under this Agreement. The ROFO Notice shall include any material terms, conditions and other details (other than price) as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with RMH or the applicable Development Entity, which terms, conditions and details shall include any material terms, conditions or other details that RMH or such Development Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction.
ROFO Notice. If (x) a Management Shareholder (or group of Management Shareholders) (the “Initiating Seller”) proposes to Transfer any Common Shares and such Transfer has been approved by the Board, then the Initiating Seller shall first give written notice (the “ROFO Notice”) to the Sponsor Shareholders (the “ROFO Offeree Shareholders”), stating that it desires to make such Transfer, referring to this Section 6, specifying the type(s) and number of Common Shares proposed to be sold (the “ROFO Offer Shares”), and specifying a cash price per Share the Initiating Seller seeks to receive (as applicable, the “Proposed Price”). This Section 6 shall not apply to shares sold by an Offeree Shareholder, Drag-Along Seller or 60% Seller pursuant to Sections 4 and 5, respectively.
ROFO Notice. Amyris shall promptly notify Novvi LLC in writing when it has an Alternative Technology that is subject to the ROFO (a “ROFO Notice”). The ROFO Notice shall include a reasonable description of the applicable Alternative Technology and the fundamental license and/or sale terms and conditions proposed by Amyris.
ROFO Notice. In the event that Xxxxxx Xxxxxxxx dies or becomes subject to a Disability, Xxxxxx Xxxxxxxx or his estate (the “Initiating Seller”) may Transfer all or any portion of the Shares beneficially owned by Xxxxxx Xxxxxxxx or his estate, to any Person or Persons. Other than any Transfers involving sales into the public market, the Initiating Seller shall first give written. notice (the “ROFO Notice”) to the Company and to the Qualifying Sponsor Stockholders (collectively, the “ROFO Offerees”), stating that the Initiating Seller desires to make such Transfer, referring to this Section 2.07, specifying the number of Shares beneficially owned by Xxxxxx Xxxxxxxx or his estate (the “ROFO Offer Shares”), and specifying a cash price per Share the Initiating Seller seeks to receive (the “ROFO Proposed Price”).
ROFO Notice. The Acquiring Party shall promptly notify JVCO and the other Parties in writing that it has developed or acquired rights to use the Alternative Base Oil Technology, in accordance with items (i) to (iii) of Section 6.3 above, and of its intention to offer the sale, use of or sublicense any of such Alternative Base Oil Technology to any Third Party (“ROFO Notice”). The ROFO Notice shall include a reasonable description of the applicable Alternative Base Oil Technology and the fundamental terms and conditions proposed by the Acquiring Party.
ROFO Notice. The Deshe/Diamond Representative shall deliver written notice to Xxx Xxxxxxxxxxxxx (a “ROFO Notice”) that the Deshe Stockholders or the Diamond Stockholders, as applicable, wish to sell such number of AEO Shares or Public REIT Shares set forth in the ROFO Notice (the “Offered Shares”); provided that with respect to AEO, more than 90 days shall have passed since the delivery of any prior ROFO Notice with respect to AEO Shares, and with respect to the Public REIT, more than 90 days shall have passed since the delivery of any prior ROFO Notice with respect to Public REIT Shares.
