Common use of Rejection of Offer Clause in Contracts

Rejection of Offer. If the Non-Offering Party shall elect not to accept the offer set forth in the ROFO Notice or as provided in the last sentence of Section 13.2, the Offering Party shall be permitted to sell the Offered Interests, and the Non-Offering Party’s Membership Interests if the Non-Offering Party has elected to exercise its Tag-Along Right, to a non-Affiliated third party at any time within the 270 day period following the date of the ROFO Notice, or if permitted pursuant to Section 13.2, the expiration of the 90 day period provided for in Section 13.2, for a purchase price not less than the Offered Price, as increased to reflect the ownership percentage of the Non-Offering Party if the Tag-Along Rights have been exercised. If the Non-Offering Party has not elected to exercise its Tag-Along Right, the Offering Party shall have the right, but not the obligation, to cause the Non-Offering Party to sell its Membership Interest to a non-Affiliated third party on the same terms and conditions, other than price adjustment to reflect actual ownership percentages, as the Offering Party (the “Drag-Along Right”); provided that if the Drag-Along Right is exercised the total amount received by the Non-Offering Party and its Affiliates in connection with the transactions contemplated by this Article 13 and Article 13 of all Other JV Agreements for which Other JV Drag-Along Rights have been exercised by the same Offering Party or its Affiliate shall equal, in the aggregate, an amount not less than the Drag-Along Threshold Amount.

Rejection of Offer. If the Non-Offering Party shall elect not to accept the offer set forth in the ROFO Notice or as provided in the last sentence of Section 13.2, the Offering Party shall be permitted to sell the Offered Interests, and the Non-Offering Party’s 's Membership Interests if the Non-Offering Party has elected to exercise its Tag-Along Right, to a non-Affiliated third party at any time within the 270 day period following the date of the ROFO Notice, or if permitted pursuant to Section 13.2, the expiration of the 90 day period provided for in Section 13.2, for a purchase price not less than the Offered Price, as increased to reflect the ownership percentage of the Non-Offering Party if the Tag-Along Rights have been exercised. If the Non-Offering Party has not elected to exercise its Tag-Along Right, the Offering Party shall have the right, but not the obligation, to cause the Non-Offering Party to sell its Membership Interest to a non-Affiliated third party on the same terms and conditions, other than price adjustment to reflect actual ownership percentages, as the Offering Party (the “"Drag-Along Right”"); provided that if the Drag-Along Right is exercised the total amount received by the Non-Offering Party and its Affiliates in connection with the transactions contemplated by this Article 13 and Article 13 of all Other JV Agreements for which Other JV Drag-Along Rights have been exercised by the same Offering Party or its Affiliate shall equal, in the aggregate, an amount not less than the Drag-Along Threshold Amount.