Exercise of First Offer Right. If Tenant desires to lease the First Offer Space, Tenant shall so notify Landlord in writing (“Tenant’s ROFO Notice”) within ten (10) business days after the date of Landlord’s ROFO Notice (the “Exercise Deadline”). If Tenant does not so notify Landlord prior to the Exercise Deadline, Landlord shall be free to lease any or all of the First Offer Space that is the subject of Landlord’s ROFO Notice to one or more parties on terms and conditions as Landlord shall determine in its sole and absolute discretion for a period of one hundred eighty (180) days following the delivery of Landlord’s ROFO Notice, provided that the economic terms of such third party lease are not materially more favorable to the third party tenant than those contained in Landlord’s ROFO Notice. For purposes of the preceding sentence, “materially more favorable” shall mean less than ninety percent (90%) of base rent and other economic terms (taken as a whole), including without limitation any tenant improvement allowance, contained in Landlord’s ROFO Notice. If Tenant shall have timely delivered Tenant’s ROFO Notice, then the First Offer Space shall be added to the Lease on the latter of (a) the availability date specified in Landlord’s ROFO Notice or (b) the date the First Offer Space is delivered to Tenant and on all of the terms and conditions set forth in the Lease as applicable to the balance of the Premises, except that (i) Tenant shall take the First Offer Space in its then “as is” state and condition, but vacant and broom clean, subject to any agreed upon tenant improvements specified in Landlord’s ROFO Notice, (ii) the Monthly Rent payable by Tenant for the First Offer Space shall be the rent stated in Landlord’s ROFO Notice, (iii) the Base Year and Base Tax Year for the First Offer Space shall be the calendar year in which the First Offer Space is added to the Lease, and (iv) and the term for the First Offer Space shall be the same term as stated in Landlord’s ROFO Notice. If Landlord fails to lease the First Offer Space within one hundred and eighty (180) days of Landlord’s ROFO Notice, then Tenant’s rights shall be reinstated hereunder. Ring Central, Inc. Lease 46
Exercise of First Offer Right. Upon Subtenant's receipt of any such Sublandlord's Notice, Subtenant shall have a period of twenty-one (21) days following receipt of such Sublandlord's Notice (herein, "Subtenant's Election Period") to exercise Subtenant's First Offer Right hereunder. If Subtenant so exercises its First Offer Right, then Sublandlord's interest in the Subleased Property shall be sold to Subtenant upon the terms hereinafter set forth. In the event Subtenant fails to notify Sublandlord, in writing, within Subtenant's Election Period, that Subtenant has exercised its First Offer Right hereunder, then Subtenant's rights under this Article 31, shall terminate and be null and void, and Sublandlord shall have no further obligation under this Article 31; provided, however, that in the event Sublandlord thereafter fails to close on any sale of its interest in the Subleased Property within a period of one hundred eighty (180) days following the expiration of Subtenant's Election Period (as such period may be extended, if Sublandlord is then under contract to sell its interest in the Subleased Property to a third party purchaser, which extension shall continue until the termination of such contract or the closing of the sale thereunder, whichever first occurs), then Subtenant shall thereafter again have a First Offer Right with respect to Sublandlord's interest in the Subleased Property as provided in this Article 31. Additionally, if the purchase price at which Sublandlord subsequently elects to sell the Subleased Property to a third party is less than ninety percent (90%) of the purchase price set forth in Sublandlord's Notice, then Subtenant's First Offer Right shall be reinstated, and, prior to Sublandlord selling or entering into a binding agreement to sell, its interest in the
Exercise of First Offer Right. If Tenant elects to lease the ----------------------------- First Offer Space (and Tenant must lease the entire First Offer Space, and may not elect to lease only a portion thereof), Tenant shall so notify Landlord in writing within five (5) business days after Tenant's receipt of the Availability Notice. If Tenant does not exercise its right to lease the First Offer Space within such five (5) business day period, then Landlord shall be released of its obligation to lease the First Offer Space to Tenant and the provisions of this Paragraph 53 shall no longer have any force or effect either as to the First Offer Space.
Exercise of First Offer Right. In the event the Company proposes ----------------------------- to undertake an issuance of New Securities, it shall give each Qualified Holder written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Holder shall have fifteen (15) days from the date it is deemed to have received any such notice to agree to purchase up to its respective Pro Rata Share (as defined below) of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. A Qualified Holder's "Pro Rata Share" of New Securities, for purposes of this -------------- right of first offer, is the ratio that (a) the sum of the number of shares of Common Stock then held by such Qualified Holder and the number of shares of Registrable Securities issuable upon conversion of the Shares (which, for purposes of this Section 2.3 only, shall be deemed to include the shares of Series F Preferred Stock, except for the sale of additional shares of the Company's Series D Preferred Stock pursuant to the Amended Series D Purchase Agreement, for which purpose the shares of Series F Preferred Stock shall be excluded) then held by such Qualified Holder bears to (b) the sum of the total number of shares of Common Stock then held by all stockholders of the Company (assuming for clauses (a) and (b) above the conversion of any outstanding preferred stock or other convertible securities and the exercise of any options, warrants or other exercisable securities outstanding or reserved for issuance on the date of this Agreement).
Exercise of First Offer Right. If Tenant elects to lease the First Offer Space, Tenant shall so notify Landlord in writing (the “ROFO Exercise Notice”) within seven (7) Business Days after Landlord’s delivery of the First Offer Notice. (Tenant’s ROFO Exercise Notice must be for the entire First Offer Space and Tenant may not lease only a portion thereof.) If the ROFO Exercise Notice is delivered during the final three (3) years of the initial Lease term, then the renewal option set forth in Paragraph 59 below shall automatically be exercised concurrently with Tenant’s delivery of the ROFO Exercise Notice. If Tenant does not deliver a ROFO Exercise Notice within the required seven (7) Business Day period, then Landlord shall be released of its obligation to lease the First Offer Space to Tenant and the provisions of this Paragraph 58 shall no longer have any force or effect regardless of whether Landlord leases the First Offer Space to the interested third party, a different party or the First Offer Space remains un-leased.
Exercise of First Offer Right. If APL elects to lease all or a portion of Available Space, APL shall so notify Landlord in writing (the "Acceptance Notice") within ten (10) business days after the date of the Availability Notice (provided if APL elects to accept less than all of the Available Space, APL must accept all space described in the Availability Notice on the particular floor or floors accepted by APL). If APL does not exercise its right to lease an Available Space within such ten (10) day period, then Landlord shall be released of its obligation to lease such Available Space to APL and all rights of APL with respect thereto under this Section 4.5 shall cease until the Available Space becomes "available for lease" again at a future date. The Acceptance Notice shall also contain APL's determination of Fair Market Rental and market and rental concessions for the portion of the Available Space which APL desires.
Exercise of First Offer Right. If Landlord sends a Landlord’s First Offer Notice to Tenant and Tenant desires to lease the Then Available First Offer Space (or such increments thereof that Landlord is willing to lease separately), Tenant shall so notify Landlord in writing (“Tenant’s Exercise Notice”) within seven (7) Business Days after Landlord’s delivery of Landlord’s First Offer Notice. Tenant must lease the entire Then Available First Offer Space or such increment(s) thereof that Landlord is willing to lease separately, and may not otherwise lease only a portion thereof. For avoidance of doubt, if Tenant desires only 10,000 RSF of space, but the Then Available First Offer Space is being marketed in larger increments, such as full floors, Landlord shall have no obligation to divide the Then Available First Offer Space for Tenant. If Tenant does not deliver a Tenant’s Exercise Notice within the required seven (7) Business Day period, then Tenant’s right of first offer shall terminate and Landlord shall have the right to lease the Then Available First Offer Space to a third party on any terms Landlord desires and shall have no further obligation to offer the Then Available First Offer Space to Tenant, unless any of such space is available for lease at the time that Tenant provides Landlord with a subsequent Tenant’s Right of First Offer Rental Notice as provided in this Paragraph.
Exercise of First Offer Right. In the event the Company proposes to issue New Securities, it shall give each Owner written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Owner shall have ten calendar (10) days from the date it is deemed to have received any such notice to agree to purchase up to its respective Pro Rata Share (as defined below) of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. An Owner's "Pro Rata Share" of New Securities, for purposes of this right of first offer, is the ratio that (a) the total number of shares of Common Stock then owned by such Owner bears to (b) the total number of shares of Common Stock of the Company then outstanding (assuming for clauses (a) and (b) above the conversion of outstanding preferred stock or other outstanding convertible securities and the exercise of options, warrants or other exercisable securities outstanding on the date of this Agreement).
Exercise of First Offer Right. If BRE does not deliver the Acceptance Notice to the City, and place the Deposit in such escrow, within the prescribed thirty (30) day period, BRE shall be deemed to have waived the First Offer Right. If BRE delivers the Acceptance Notice and the Deposit in such manner and within such time period, BRE shall have the right and obligation to purchase the Sale Property from the City at the price and on the terms set forth in Offer (except that there shall be no due diligence or similar contingencies to BRE’s purchase obligation and the sale to BRE shall be made “AS-IS” on the date of the Acceptance Notice, subject to Section 4.3), and such sale shall close within ninety (90) days from the date of delivery to the City of the Acceptance Notice. The City and BRE agree that sale terms not included in Offer must be commercially reasonable (subject to the terms hereof).
Exercise of First Offer Right. In order for Tenant to exercise its Right of First Offer and lease a First Offer Increment, Tenant shall so notify Landlord in writing (“Tenant’s Election Notice”) within ten (10) business days after the date of the Availability Notice. Tenant shall have no right to exercise the Right of First Offer with respect to less than the entire increment of space which comprises such First Offer Increment.
