Conditions to Right of First Offer Sample Clauses

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.25, Lessor shall have no obligation to provide Lessee with an Offer Notice, and Lessee shall have no right to exercise Lessee’s Right of First Offer, if: (i) Lessor has delivered a written notice to Lessee that Lessee is in default hereunder or under the Building 10 Lease and such default has not yet been cured either: (a) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, whichever, is relevant, or (b) upon the date Lessee seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee has assigned this Lease or sublet more than fifty percent (50%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee then occupies less than fifty percent (50%) of the Premises, (iv) Lessee has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder during the Lease Term or under the Building 10 Lease during the “Lease Term” of that lease, (v) as of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent to Lessee’s expansion into the Available Space..
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Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.26, Landlord shall have no obligation to provide Tenant with an Offer Notice, and Tenant shall have no right to exercise Tenant’s Right of First Offer, if: (i) Tenant is in default beyond all applicable notice and cure periods either: (a) at the time Landlord seeks to lease the Available Space in question, or at the time Tenant seeks to give Landlord an Acceptance Notice, whichever, is relevant, or (b) upon the date Tenant seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Tenant has assigned this Lease or sublet more than fifty percent (50%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Tenant then occupies less than fifty percent (50%) of the Premises or (iv) Tenant has received more than three (3) notices of default from Landlord during the Term of this Lease. Tenant’s Right of First Offer shall be personal to Tenant and Tenant’s Affiliate and shall not be transferable with any assignment of this Lease or subletting of the Premises. 54
Sample 1See All (6)
Conditions to Right of First Offer. Subtenant’s right under this Article 26 shall be subject to the conditions (all of which conditions are solely for Sublandlord’s benefit and may, in Sublandlord’s sole discretion, be waived) that (i) at the time of exercise and at all times prior to the commencement of Subtenant’s subleasing pursuant to the first offer right, Subtenant shall not be in default under this Sublease, (ii) Subtenant must not have assigned this Sublease or sublet any portion of the Subleased Premises, and (iii) Subtenant must demonstrate to Sublandlord’s reasonable satisfaction that Subtenant’s creditworthiness is equal to or greater than that in effect when this Sublease was first executed by Sublandlord.
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Conditions to Right of First Offer. The rights contained in this Section 9 shall be personal to the Original Tenant and its Affiliates, and may only be exercised by the Original Tenant or an Affiliate (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant occupies the entire Premises. The right of first offer granted herein shall terminate as to particular First Offer Space upon the failure by Tenant to exercise its right of first offer with respect to such First Offer Space as offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 9, if, as of the date of the attempted exercise of any right of first offer by Txxxxx, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in material default under this Lease, after the expiration of any applicable notice and cure period, or Tenant has previously been in material default, after the expiration of any applicable notice and cure period, under this Lease more than twice. Any monetary default beyond any notice or cure period by Tenant under the Lease shall be considered a “material” default.
Sample 1
Conditions to Right of First Offer. Tenant’s rights under this Section shall be subject to the conditions (all of which conditions are solely for Landlord’s benefit and may, in Landlord’s sole discretion, be waived) that: (i) at the time of exercise and thereafter at all times prior to the commencement of Tenant’s leasing of the First Offer Space, Tenant shall not be in Default under the terms of this Lease (in each case, beyond applicable notice and cure periods), (ii) Tenant must not have assigned this Lease or sublet more than twenty percent (20%) of the Premises, and (iii) after the exercise there must be at two (2) years left in the Term of the Lease (which may require an extension of the then Term of the Lease upon terms agreed upon by Landlord and Tenant.).
Sample 1

Related to Conditions to Right of First Offer

  • Right of First Offer Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

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