First Refusal Right. (a) The First Refusal Premises are presently leased to another tenant, Omnicell, Inc. (“Omnicell”), under a lease presently scheduled to expire in August 2011. Landlord shall not lease all or any portion of the First Refusal Premises at any time during the term of this Lease (including any extended term, if applicable), except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure periods; provided further, that Tenant’s rights pursuant to this Section 1.4 are subordinate to the rights of Omnicell and its successors in interest (if any) pursuant to Omniceirs lease presently in effect and as amended from time to time (the “Omnicell Lease”), including (without limitation) the two-year renewal right existing in favor of Omnicell under the Omnicell Lease as of the Lease Commencement Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Omnicell Rights”); provided further, that if Tenant fails to timely and effectively exercise its expansion option with respect to the 2025 Expansion Premises under Section 1.3 above, then Tenant’s rights under this Section 1.4 shall expire as of May 1, 2009 and shall thereafter be of no further force or effect; and provided further, that Tenant’s rights pursuant to this Section 1.4 are personal to Tenant, and may not be exercised (except with Landlord’s prior written consent, in Landlord’s sole discretion) by any assignee of Tenant’s interest under this Lease or by any subtenant.
(b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord receives and wishes to accept a bona fide written offer from a person or entity (an “Offeror,” provided, however, that the term “Offeror” shall not include Omnicell or any successor in interest with respect to any rights or negotiations under the Omnicell Lease or with respect to any other Omnicell Rights) to lease all or any portion of the First Refusal Premises and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such bona fide written offer to Tenant (the “First Refusal Notice”), specifying the material terms on which the Offeror proposes to lease the First Refusal Premises or applicable portion thereof (the “Offered Space”), and shall offer to Tenant the op...
First Refusal Right. The Company may elect to purchase all or any portion of the Transfer Shares at the price and on the terms specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and the holders of Investor Shares as soon as practical but in any event within ten (10) days after the delivery of the Sale Notice. If the Company has not elected to purchase all of such Transfer Shares within such 10-day period, then unless the holders of a majority of the WS Shares direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within twenty (20) days after delivery of the Sale Notice. If more than one holder of Investor Shares elects to purchase the Available Shares, the Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such electing holders. If the Company or the holders of Investor Shares have elected to purchase any Transfer Shares pursuant to this Section 2B, such Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within fifteen (15) days after the expiration of the Election Period. To the extent that the Company and the holders of Investor Shares have not elected to purchase, collectively, all of the Transfer Shares, the Transferring Stockholder may, during the 90-day period following the expiration of the Election Period (but not at any time thereafter) and subject to the provisions of Section 2C below, transfer pursuant to this Section 2B all of the Transfer Shares specified in the Sale Notice to the transferee(s) identified in the Sale Notice for (i) an amount of cash no less than the price specified in the Sale Notice and (ii) other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice. Notwithstanding anything herein to the contrary, as used in this Section 2B, the term "Transfer Shares" shall in no event include Investor Transfer Shares unless such Transfer Shares are being transferred by an Investor to any other Stockholder (other than an ...
First Refusal Right. (a) For purposes of this Section 1.3, the term “First Refusal Space” shall mean, as the context may require, any one or more of the following four spaces individually or all four of such spaces collectively: (i) the space of approximately 10,462 square feet commonly known as 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00 and presently occupied by Farmers Insurance: (ii) the space of approximately 6.489 square feet commonly known as 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00 and presently occupied by Gryphon Sciences; (iii) the space of approximately 24,725 presently occupied by ViroLogic, Inc. on the easterly end of the building commonly known as 000 Xxxx Xxxxx Xxxxxx; and (iv) the building commonly known as 000 Xxxx Xxxxx Xxxxxx, presently occupied by Cytokinetics, Inc., and containing approximately 50,195 square feet (the “280 East Grand Building”). The four spaces constituting the First Refusal Space are designated as such on the Site Plan.
First Refusal Right. In the event Licensor intends to grant to a third party other than Licensee the exclusive license to use the Trademarks in the Territory for or in connection with the identification, advertisement, manufacture, marketing, sale and distribution of any of the Licensed Accessories, Licensor shall provide a written notice (the “License Notice”) to Licensee specifying the terms and conditions upon which Licensor desires to grant to the third party such exclusive license. Licensee shall have a right of first refusal, exercisable within thirty (30) days following its receipt of the License Notice, to obtain the exclusive license on the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice. In the event Licensee exercises the right of first refusal pursuant to the foregoing, Licensor and Licensee shall discuss in good faith the applicable terms and conditions between the parties. Notwithstanding such good-faith discussion if the parties hereto fail to achieve an agreement regarding such license within sixty (60) days after Licensee’s exercise of the right of first refusal, Licensor shall have a right to grant to a third party other than the Licensee the exclusive license, but upon the terms and conditions no less favorable to Licensor than those specified in the Licensor Notice.
First Refusal Right. KBS shall provide written notice to the Company containing all of the terms and conditions of the required Services (a “Service Notice”), and the Company shall be entitled to provide such Services on such (or better) terms and conditions. If the Company intends to exercise its first refusal right, it must deliver to KBS a commitment (a “Service Commitment”) to do so as soon as practicable and in no event later than thirty (30) days after receipt of the Service Notice from KBS or its subsidiaries. If the Company fails to provide a Service Commitment within the 30-day period or waives its first refusal right prior to that time, then KBS will be free to obtain such Services from any third party. All Services to be provided by the Company pursuant to this Agreement shall be provided by the Company in its sole discretion.
First Refusal Right. The Registrant (and/or any person designated by the Registrant) shall thereupon have the option exercisable by written notice delivered to the Holder within five (5) business days after the receipt of the Registration Notice proposed to be so sold for cash at a price equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares, subject to Section 2(f) hereof.
First Refusal Right. During the period ending 30 days after the receipt of the First Refusal Notice by Customer, Customer shall have the absolute right to enter into an agreement with Owner on terms similar to the Offered Agreement in all material respects (a “ROFR Agreement”). If in its sole discretion Customer elects to exercise such right, Customer shall deliver written notice of its election to enter into such ROFR Agreement.
First Refusal Right. Except for permitted transfers in accordance with Section 2.5, no Transfers may be made by an Existing Stockholder unless they are in compliance with the provisions of Section 2 and this Section 3. Following compliance with Section 2 and after receipt of the requested consents required thereby (or a waiver thereof), an Existing Stockholder desiring to Transfer Securities (a "Selling Stockholder") shall first deliver written notice to the Funds (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of Securities owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "Offered Securities"); (ii) the proposed purchase price (which may consist only of cash) for the Offered Securities (the "Offer Price"); (iii) the identity of the proposed purchaser or purchasers (the "Purchaser"); and (iv) all other terms and conditions of the offer. The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Funds and/or their assignees the Offered Securities at the Offer Price for cash as specified in the Notice of Offer under the same terms and conditions (or other terms and conditions no less favorable to the Selling Stockholder) contained in the Notice of Offer. The Funds may assign, in whole or in part, their right of first refusal.
First Refusal Right. 2 2C. Participation Rights............................................................................3 2D.
First Refusal Right. Except as provided in Section 5.2.2 above, the parties mutually agree that each of them shall have the right of first refusal in respect of the interests of EOI held by the other and that any sale, assignment, transfer, mortgage, pledge or other encumbrances of its interests of EOI by either of them shall be subject to the following provision that if either party (the "Selling Party") shall desire to sell, assign, or transfer any or all of its interests, it shall give the other party written notice of such desire, setting forth in such notice all of the details of such contemplated sale, assignment or transfer, including without limitation thereto, the price, currency, terms and conditions of such proposed transaction and the identity and address of the proposed purchaser or transferee. The consideration in the case of any such contemplated transaction may not be unique, or not readily procurable, or a service to be performed for the Selling Party. The other party shall have sixty (60) days after receipt of such notice to exercise its right of first refusal option to purchase such interests at the same price, in the same currency, and upon the same terms and conditions that the Selling Party has been offered and is willing to accept from the proposed purchaser or transferee, by mailing to the Selling Party a written notice thereof. If the other party so exercises its right of first refusal option to purchase, it shall have an additional four (4) months after such exercise within which to make payment for, and take title to, the stock of the Selling Party. If the other party does not so exercise its right of first refusal option, the Selling Party may sell, assign or transfer such interests to the proposed purchaser or transferee pursuant to the terms and conditions set forth in such notice to the other party.
