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 Tenant's receipt of each such Landlord's Notice, Tenant shall have a period of thirty (30) days following receipt of such Landlord's Notice (herein, "Tenant's Election Period") to exercise Tenant's First Offer Right hereunder. If Tenant so exercises its First Offer Right, then Landlord's interest in the Sale Parcel shall be sold to Tenant upon the terms hereinafter set forth. In the event Tenant fails to notify Landlord, in writing, within Tenant's Election Period, that Tenant has exercised its First Offer Right hereunder, then Tenant's rights in or to the Sale Parcel under this Article 28 shall terminate and be null and void, and Landlord shall have no further obligation under this Article 28 with respect to that Sale Parcel (and if the Sale Parcel is the entire Leased Property, then Landlord shall have no further obligations under this Article 28); provided, however, that in the event Landlord thereafter fails to close on any sale of its interest in the Sale Parcel within a period of one hundred eighty (180) days following the expiration of Tenant's Election Period (which 180 day period may be extended, if Landlord is then under contract to sell its interest in the Sale Parcel to a third party purchaser, which extension shall continue until the first to occur of (a) ninety (90) days after the expiration of said one hundred eighty (180) day period, (b) the termination of such contract and (c) the closing of the sale thereunder), then Tenant shall thereafter again have a First Offer Right with respect to Landlord's interest in that Sale Parcel as provided in this Article 28. Additionally, if the purchase price at which Landlord subsequently elects to sell said Sale Parcel to a third party is less than ninety five percent (95%) of the purchase price set forth in Landlord's Notice, then Tenant's First Offer Right shall be
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) 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, the exercise of any options, warrants or other exercisable securities outstanding or reserved for issuance on the date of this Agreement and the conversion of the then outstanding principal and accrued interest of the Notes issued pursuant to the Note Purchase Agreement into shares of stock issued in the financing at the purchase price per share of the stock to be sold in the financing).
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 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. If Tenant receives a First Offer Notice for the First Offer Space or some portion thereof and Tenant desires to lease the First Offer Space which is the subject to the First Offer Notice on the First Offer Space Terms, Tenant shall so notify Landlord in writing (“Tenant’s Exercise Notice”) within five (5) Business Days after Landlord’s delivery of the First Offer Notice. (Tenant must lease the entire First Offer Space that is the subject of the First Offer Notice and may not lease only a portion thereof) If Tenant does not deliver a Tenant’s Exercise Notice within the required five (5) Business Day period, then Tenant will be deemed to have waived its right of first offer with respect to the First Offer Space that was the subject of the First Offer Notice to a third party on any terms Landlord desires.
Exercise of First Offer Right. If Tenant elects to lease the First Offer Space, Tenant shall so notify Landlord in writing within ten (10) days after the date of the Availability Notice. If Tenant does not exercise its right to lease the First Offer Space within such ten (10) 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.
Exercise of First Offer Right. If Tenant receives a First Offer Notice for a particular First Offer Increment and desires to lease the subject First Offer Increment, Tenant shall, within ten (10) days after Landlord's delivery of the First Offer Notice, notify Landlord thereof in writing ("Tenant's Exercise Notice"). If the First Offer Increment will be added to the Lease after the end of the Second Lease Year, Tenant's Exercise Notice shall also advise Landlord that Tenant either (i) elects to lease the First Offer Increment on the terms set forth in the First Offer Notice or (ii) elects to lease the First Offer Increment, but desires to have the fair market rent and market tenant improvement allowance (if any) for the subject First Offer Increment determined by appraisal in accordance with the procedures set forth in Paragraph 59.c.
