ROFR Sample Clauses
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ROFR. At any time while the Note is outstanding, the Company desires to borrow funds, raise additional capital and/or issue additional promissory notes convertible into shares of securities of the Company (a “Prospective Financing”), the Purchaser shall have the right of first refusal to participate in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing (the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including, but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable. Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business days after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding anything contained herein, the Company shall not furnish any material non-public information concerning the Company without the Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing. Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed 4.9% of the outstanding shares of Common Stock (or 9.99% of the total issued Common Stock of the Co...
ROFR. Except where such violation could not reasonably be expected to have a Material Adverse Effect, perform and observe all the terms and provisions of each ROFR to be performed or observed by it; enforce each such Repurchase Option and ROFR in accordance with its terms; refrain from taking any action (or permitting any action to be taken) that would trigger any ROFR unless a waiver, release or similar dispensation is obtained; and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent to the extent that such action is reasonably necessary to cause the applicable Loan Party or Restricted Subsidiary to be in compliance with any applicable Repurchase Option or ROFR. It is agreed that any request for a waiver or release of any applicable Repurchase Option or ROFR or ROFR Statute shall not be deemed to violate this Section 6.16.
ROFR. Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “▇▇▇▇ ▇▇▇▇▇▇”), ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It...
ROFR. If, at any time following the Effective Time, SpinCo or any of its Affiliates (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer.
(i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period (the “Election Notice”).
(ii) In the event that (x) Parent has delivered the Election Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within twenty (20) days of delivery of the Election Notice, each select an appraisal firm that has experience in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree on the third appraisal firm within...
ROFR. The ROFR Waiver executed by Ground Lessor and Las ▇▇▇▇▇▇▇ Hospital, a California corporation, or the ROFR Affidavit executed by Seller.
ROFR. From and after the Closing Date for a period of three years, Seller shall, and shall cause its affiliates to, provide to Buyer and the Group Companies a right of first refusal to provide lease financing with respect to any business originated from any customers and/or accounts that are being as of the date of this Agreement, and have prior to the date of this Agreement been, served by both (a) Seller and/or any of its affiliates as well as (b) any Group Company, excluding (i) any lease financing originated exclusively by a third party not affiliated with Seller, (ii) any such business in respect of which, as of the time of origination, lease financing has already been arranged by a third party, or (iii) any such business that is an extension of any existing lease financing that is being retained by Seller in connection with the Transaction (“Joint Customer”). Each ▇▇▇▇ ▇▇▇▇▇▇ or any of its affiliates, from and after the Closing Date, offers, or is requested by a Joint Customer to provide or propose, lease financing to be provided by any third party to a Joint Customer, Seller shall, and shall cause its affiliates to, give Buyer the same information as it has provided to any third-party financing source. If Seller determines in good faith that ▇▇▇▇▇’s proposal is less competitive than any other third-party’s proposal (including such factors as any discount, incentive, or origination fees that may be paid to Seller or its affiliates), Seller shall, and shall cause its affiliates to, give Buyer an opportunity to match the proposal and use reasonable best efforts to establish Buyer or any of the Group Companies as determined by Buyer as the lease provider for that financing opportunity. For the avoidance of doubt, it is acknowledged that Seller cannot compel any customer to enter into any lease financing opportunity nor select the lease financing provider, and that the customer may be separately arranging or have pre-arranged financing of its own accord, with or without Seller’s knowledge. Further, the engagement of the Buyer’s and the Group Companies’ sales team as Seller’s and its affiliates’ exclusive lease financing source shall fulfill any obligation under this Section 5.16.
ROFR. The First Amendment reflects the consummation of the ROFR, and, consequently, Section 51.2 of the Lease is void and of no further force or effect.
ROFR. Each ROFR will have expired under the terms of the applicable Contract or the ROFR Holder will have waived its ROFR in writing prior to the ROFR’s expiry; provided that if a ROFR Holder exercises a ROFR neither the Buyer nor the Parent may terminate this Agreement except in accordance with Section 8.01(c).
ROFR. One of the following shall have occurred: (i) Alltel shall have waived in writing its right to exercise its ROFR, (ii) Alltel shall have notified Seller in writing that it has elected not to exercise its ROFR (or that it is withdrawing a previous exercise of its ROFR and is electing instead not to exercise its ROFR), (iii) Alltel shall have failed to exercise its ROFR within 40 days after its receipt of the ROFR Notice from Seller, or (iv) all of the following shall have occurred: (A) Alltel shall have validly exercised its ROFR, (B) Alltel and Buyer shall have executed the GP Designation Agreement and delivered it to the Partnership, (C) Alltel and Seller shall have entered into the Alltel Purchase Agreement, and (D) the closing of the transaction contemplated by the Alltel Purchase Agreement shall have taken place contemporaneously with the Closing.
ROFR. (1) If the Corporation or any of its Affiliates (the "Vendor"), receives a definitive offer from a third party that would be binding upon acceptance by the Vendor, to Transfer a ROFR Interest (a "Third Party Offer"), and the Vendor is willing to accept that Third Party Offer, then the Corporation shall cause the Vendor, by notice in writing delivered to Wheaton, to offer to sell all, but not less than all, of the ROFR Interest so sought to be Transferred to the third party under the Third Party Offer to Wheaton on the same financial terms and otherwise upon the same terms and conditions as are contained in the Third Party Offer, and to provide to Wheaton the best available information that the Vendor has with respect to the ROFR Interest (including any information provided to the third party and a copy of the Third Party Offer) (the "ROFR Offer"); provided that, if the Third Party Offer includes non-cash consideration that is personal to the third party (including shares of the third party), then Wheaton shall be entitled to substitute such non-cash consideration with cash or non-cash consideration that is personal to Wheaton (including shares of Wheaton or any of its Affiliates) with the same or greater value, liquidity and marketability as the third party's non-cash consideration; and further provided that, if the Third Party Offer includes or is conditional upon the purchase of any asset other than a ROFR Interest from the Vendor, then the ROFR Offer shall similarly include such other assets.
(2) Wheaton, or an Affiliate of Wheaton, may, within 60 days from the date of receipt of the ROFR Offer, accept the financial terms of the ROFR Offer by notice in writing delivered to the Vendor. During the 60 day period, the Parties shall negotiate the other terms and conditions in the ROFR Offer; provided that if the Parties are not able to agree upon the other terms and conditions in the ROFR Offer, Wheaton may elect to accept the ROFR Offer on the same terms and conditions contemplated in the ROFR Offer by notice in writing delivered to the Vendor, in which event it shall then become a binding agreement of purchase and sale between Wheaton, or an Affiliate of Wheaton, and the Vendor; provided further that, if so elected by Wheaton (or its Affiliate) in its acceptance notice and without affecting the binding nature of the agreement between the Vendor and Wheaton, or an Affiliate of Wheaton, Wheaton may require that the terms and conditions contained in the ROFR ...