Common use of Grant of Right of First Offer Clause in Contracts

Grant of Right of First Offer. At Closing, Seller agrees to grant to Purchaser a right of first offer (the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such decision (the "ROFO Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the Triangle Land (the "ROFO Terms"). Purchaser shall have a 45-day period from the delivery of the ROFO Notice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Period, then Purchaser shall be deemed to have elected not to accept the ROFO Terms, and Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent with the ROFO Terms, and for a purchase price of not less than 95% of the proposed purchase price in the ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the "ROFO Side Letter"); provided, in no event shall the ROFO Side Letter or any memorandum or short form thereof be recorded in the offices of the County Clerk of Oklahoma County.

Grant of Right of First Offer. At ClosingIn the event Landlord intends to sell or to make the Premises available for purchase to unrelated third parties, Seller agrees to grant to Purchaser a right Landlord shall give Tenant written notice of first offer this intention and of the intended offering sale price of the Premises (the "Offer RightPrice Notice"), . In the event Tenant desires to purchase the Additional North Triangle Land Premises at the offering sale price indicated by Landlord, Tenant shall give to Landlord a written notice of such desire (as hereafter describedthe "Interest Notice") owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel within seven days of land currently used by Seller as a sports field and for special events and which is located northeast receipt of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatchedPrice Notice. If after the Closing Dateno Interest Notice is timely given by Tenant, Seller then Tenant shall have no further rights under this Paragraph 1 unless Landlord decides to offer the Additional North Triangle Land Premises for sale at a price lower than 95 percent of the price set forth in the Price Notice, in which case a second Price Notice shall be given to Tenant and seven days afforded for Tenant to give an Interest Notice stating Tenant's desire to purchase the Premises at the new price. In the event an Interest Notice is timely given by Tenant, then Landlord and Tenant shall negotiate during the 10-day period following the giving of Tenant's Interest Notice in a good faith attempt to one execute a definitive purchase and sale agreement whereby Landlord would sell to Tenant and Tenant would purchase from Landlord the Premises at the price stated in the Price Notice. However, neither party shall have any obligation to execute a purchase and sale agreement not acceptable to such party, in its sole and absolute discretion. In the event the parties fail to execute a mutually agreeable purchase and sale agreement within the 10-day period allowed, or more third partiesin the event such a purchase and sale agreement is executed but is subsequently terminated without consummation of the sale, Seller Tenant shall first offer Purchaser have no further rights under this Paragraph 1. In no event whatsoever shall Tenant have the right to assert any right to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such decision (Premises once Landlord has executed a contract for the "ROFO Notice"), which shall include the proposed purchase price and other material terms sale of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the Triangle Land (the "ROFO Terms"). Purchaser shall have a 45-day period from the delivery of the ROFO Notice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Period, then Purchaser shall be deemed to have elected not to accept the ROFO Terms, and Seller may thereafter offer to sell the Additional North Triangle Land Premises to a third party on terms materially consistent with as otherwise permitted under this Paragraph 1, even if the ROFO Termsprice under such contract, as the same may be amended, is less than the price stated in the applicable Price Notice or the price at which Landlord would otherwise have an obligation to give to Tenant a new Price Notice. Any price set forth in a Price Notice given to Tenant, and for any transaction whereby the Premises is sold to Tenant, will be on the basis that Landlord shall pay no real estate commission on account of such sale to any broker representing Tenant. Landlord may offer the Premises to third parties at a purchase price of not less equal to or greater than 95% the price set forth in the Price Notice, or at any price greater than 95 percent of the proposed purchase price set forth in the ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the "ROFO Side Letter"); provided, in no event shall the ROFO Side Letter or any memorandum or short form thereof be recorded in the offices of the County Clerk of Oklahoma CountyPrice Notice.

Grant of Right of First Offer. At Closing, Seller agrees to grant to Purchaser a right of first offer (the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 Provided no Default then exists either at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right to purchase the Additional North Triangle Land by delivering to Purchaser written notice time of such decision (the "ROFO Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the Triangle Land (the "ROFO Terms"). Purchaser shall have a 45-day period from the delivery of the ROFO Notice (and at the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end time of Sublandlord’s delivery of the ROFO Exercise PeriodSpace (as such capitalized terms are defined herein) to Subtenant, Sublandlord shall, prior to offering any space in the Building to any party, first offer to lease to Subtenant the entirety (and not a portion) of the Building in an “AS-IS” condition by delivering notice of such offer (“ROFO Notice”) to Subtenant (the “Right of First Offer”). “ROFO Space” means all of the area in the Building which is not part of the original Subleased Premises which is being leased to Subtenant pursuant to this Sublease. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire ROFO Space within seven (7) business days after Sublandlord delivers to Subtenant the ROFO Notice, TIME BEING OF THE ESSENCE with respect to Subtenant’s notice. If Subtenant fails or is unable to timely exercise its right hereunder with respect to the ROFO Space, then Purchaser such right shall be deemed lapse, TIME BEING OF THE ESSENCE with respect to have elected not to accept the ROFO Termsexercise thereof, and Seller Sublandlord may thereafter offer to sell the Additional North Triangle Land to lease all or a third party on terms materially consistent with the ROFO Terms, and for a purchase price of not less than 95% of the proposed purchase price in the ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end portion of the ROFO Exercise PeriodSpace to third parties on such terms as Sublandlord may elect (subject to Section 31, the Offer Right shall be reinstated for any subsequent salebelow). At ClosingHowever, the parties will enter into a side letter agreement which shall memorialize notwithstanding the terms of the Offer preceding sentence, if the economic terms change by 10% or more, the size of the ROFO Space stated in the ROFO Notice changes by 10% or more, or there are material changes in the non-economic terms, then Sublandlord covenants and agrees to again offer such ROFO Space to Subtenant with the revised terms. Additionally, if Sublandlord has not leased any such ROFO Space within six (6) months following the date of the ROFO Notice, then such ROFO Space shall again be subject to Subtenant’s Right of First Offer. Except as otherwise set forth above (in this Section 30 to the "contrary, Subtenant’s lease of the entire Building shall be on all of the terms and conditions of this Sublease. The ROFO Side Letter"); providedSpace is deemed to contain 56,158 rentable square feet for purposes of calculating Sublease Base Rent, in no event shall but the ROFO Side Letter or any memorandum or short form thereof be recorded in Space will also include the offices remaining portions of the County Clerk Building currently leased by Sublandlord pursuant to the terms of Oklahoma Countythe Prime Lease. Accordingly, upon exercising the Right of First Offer pursuant to the terms hereof, Subtenant will lease from Sublandlord, and Sublandlord will lease to Subtenant, the Building.

Grant of Right of First Offer. At Closing, Seller agrees to grant to Purchaser a right of first offer (the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller Commencing on the following terms date hereof, and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast continuing until term of the Triangle Land with frontage Lot 15 Lease expires or is earlier terminated, Ligand shall have a continuous Right of First Offer on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted any speculative Building constructed on the Site Plan as crosshatchedProperty, it being understood that Ligand shall not have the Right of First Offer with respect to any building for which construction is commenced after a particular tenant or group of tenants has communicated to Slough its desire to occupy all or a portion of such building (a “Build-to-Suit Building”). If after the Closing DateAt least one (1) year prior to estimated completion of any such speculative Building, Seller decides Slough shall provide Ligand with written notice of Slough’s decision to offer the Additional North Triangle Land for purchase to construct one or more third parties, Seller speculative Buildings and the economic terms (including without limitation Slough’s proposed fair market rent) on which it is willing to lease the Building(s) (“Slough’s Notice”). Ligand shall first offer Purchaser have the right to purchase the Additional North Triangle Land exercise its Right of First Offer by delivering to Purchaser written notice thereof to Slough within thirty (30) days after receipt of such decision Slough’s Notice. If Ligand exercises its Right of First Offer, Slough and Ligand will attempt for a period of thirty (30) days (“Negotiation Period”) to agree on the "ROFO fair market rent for that portion of area in the Buildings described in Slough’s Notice"). If Slough and Ligand are able to agree on the fair market rent within the Negotiation Period, which shall include the proposed purchase price parties will execute and other material terms deliver the Building Lease no later than the end of the proposed saleNegotiation Period. If Slough and Ligand cannot agree upon the fair market rent prior to the end of the Negotiation Period, including but the same shall be extended for a period of thirty (30) days for the purposes of (i) determining fair market rent pursuant to Section 2.5 of this Agreement, and (ii) executing a Building Lease. If Ligand does not limited timely exercise its Right of First Offer, then the Right of First Offer shall no longer be applicable for the Building described in Slough’s Notice; provided, however, that if Slough intends to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on transfer all or any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the Triangle Land Building for a rental amount or fee that is less than ninety-five percent (the "ROFO Terms"). Purchaser shall have a 45-day period from the delivery 95%) of the ROFO Notice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Periodrental rate set forth in Slough’s Notice, then Purchaser such space shall be deemed subject to have elected not to accept the ROFO Terms, and Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent Right of First Refusal in accordance with the ROFO Terms, and for a purchase price of not less than 95% of the proposed purchase price in the ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the "ROFO Side Letter"); provided, in no event shall the ROFO Side Letter or any memorandum or short form thereof be recorded in the offices of the County Clerk of Oklahoma CountySection 2.2 hereof.

Grant of Right of First Offer. At Closingthe time, Seller agrees if any, within 365 days after Landlord’s receipt of an Interest Notice that Landlord first intends to grant market or to Purchaser a right of first offer (the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land ‎negotiate with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right parties to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such decision (the "ROFO Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements lease an Expansion Space that Landlord determines in good faith to be constructed on any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the Parameters, other improvements than marketing or negotiation regarding a lease arrangement with the existing lessee who would be renewing or ‎extending its occupancy of such space (whether or not pursuant to a contractual right to do so), or with a lessee that holds a prior expansion right, Landlord shall give Tenant written notice (“Landlord’s Communication”) of the financial consideration and other terms upon which Landlord is willing to lease such portion of the Expansion Space to Tenant; Landlord is not obligated to offer the same portion of the Expansion Space to Tenant more than once during the period covered by a single Interest Notice. Landlord’s Communication shall constitute an ‎offer to Tenant to lease such portion of the Expansion Space on the Triangle Land (terms set forth ‎in Landlord’s Communication and otherwise on the "ROFO Terms")terms set forth in this Lease. Purchaser shall have a 45-day period from the delivery Tenant specifically acknowledges that Landlord may offer ‎such portion of the ROFO Notice (Expansion Space as part of a larger space and on terms that require Tenant to lease the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end entirety of the ROFO Exercise Periodlarger space. Tenant further acknowledges that Landlord may offer such portion of the Expansion Space for a length of term that is different than the Lease Term as to the Premises or one or more parts of the Premises. However, if a Landlord’s Communication is given prior to the first anniversary of the Fifth Expansion Commencement Date, then Purchaser such portion of the Expansion Space described in such Landlord’s Communication shall be deemed offered (i) for a term expiring on the same date as the Fifth Expansion Term, (ii) at the same per rentable square foot Base Rent rates as apply to have elected not the Fifth Expansion Premises from time to accept the ROFO Termstime, and Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent (iii) with the ROFO Terms, and for same Allowance per rentable square foot as applies to the Fifth Expansion Premises prorated in a purchase price of not less than 95% ratio of the proposed purchase price number of months in the ROFO Terms. If Seller does not complete a closing with any Lease Term as to such third party within nine (9) months after the end portion of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the "ROFO Side Letter"); provided, in no event shall the ROFO Side Letter or any memorandum or short form thereof be recorded in the offices of the County Clerk of Oklahoma CountyExpansion Space divided by 96.