Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise Xxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.
Limited Right of First Refusal. For a period of twelve (12) months after the Closing Date, Seller hereby agrees that it will notify Buyer in writing if Seller determines that it desires to sell to an unaffiliated third party any additional Tower Structures and Tower Related Assets. For sixty (60) days after the date of Seller’s written notice to Buyer, Buyer shall have a right of first refusal to acquire the Tower Structures and Tower Related Assets in question on the same terms and for the same Purchase Price Cash Flow Multiple that are contained in this Agreement. Buyer hereby agrees to promptly notify Seller in writing upon its determination that it does not wish to exercise the foregoing limited right of first refusal. Upon the earlier of Seller’s receipt of Buyer’s written notice indicating that it will not exercise its limited right of first refusal and the expiration of the above-referenced sixty (60) day period, Seller shall be free to sell the Tower Structures and Tower Related Assets in question to a third party.
Limited Right of First Refusal. If at any time during the term of the Lease as amended herein, Landlord either: (i) accepts an offer, or (ii) desires to offer, to sell, transfer, grant or convey and/or lease to a third party by deed, easement, lease, license or other legal instrument, an interest in and to, or the right to use or occupy, in any real property of which the Leased Premises is a part, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of the Lease to such third party, Tenant shall have the right of first refusal to meet any such bona fide offer of transfer, grant, conveyance and/or lease on the same terms and conditions. If Tenant fails to meet such bona fide offer within forty-five (45) days after written notice thereof from Landlord, Landlord may sell, transfer, grant or convey the deed, easement, lease or other interest in such real property to such third party in accordance with the terms and conditions of such third party offer.
Limited Right of First Refusal. Except for the issuance of securities of the Company (or securities convertible into or containing options or rights to acquire securities of the Company) (i) pursuant to any stock option plan or other equity-based compensation plan or arrangement and any shares issued in connection therewith, (ii) as consideration in any merger, consolidation, acquisition or similar business combination, or (iii) that would result in an adjustment to the Conversion Price, Adjusted Conversion Price or Further Adjusted Conversion Price, or that would result in an additional distribution upon conversion as set forth in Section III(e) of the Certificates of Designation, if the Company engages in any sale of any shares of any Common Stock or any securities convertible into or containing options or rights to acquire any shares of Common Stock, the Company will use its reasonable best efforts to offer, prior to such sale, to the Purchaser (but only if holding more than $5,000,000 liquidation value of shares of Preferred Stock) the right to purchase a pro rata portion of such securities equal to the percentage determined by dividing (i) the sum of (A) the number of shares of Common Stock held by the Purchaser plus (B) the number of shares of Common Stock that may be acquired by the Purchaser upon the conversion of all shares of Preferred Stock held by the Purchaser, by (ii) the sum of (A) the number of shares of Common Stock then outstanding plus (B) the number of shares of Common Stock then purchasable upon exercise of all outstanding options or other rights to acquire any shares of Common Stock and the conversion of all outstanding convertible securities (including the Preferred Stock). The Purchaser will be entitled to purchase all or part of such securities at the same price and on the same terms as such securities are to be offered to other persons or entities. The Purchaser must exercise its purchase rights under this Section 5.12 as soon as practicable under the circumstances following notice from the Company describing in reasonable detail, to the extent known at the time, the securities being offered, the estimated purchase price thereof, the payment terms and the Purchaser’s percentage allotment. If the Purchaser does not elect to participate in the offering within a reasonable period of time under the circumstances (which in no event shall be more than five business days following the aforementioned notice or, in the case of any public offering of securities, within tw...
Limited Right of First Refusal. If Grantor receives an offer from or desires to offer to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure or agreements (any such person or entity, a “Third Party Competitor”) to: (i) sell or convey any interest under any telecommunications lease, sublease, license, sublicense or easement on the Premises; or (ii) assign or pledge the cash flow of Grantor’s interest in any telecommunications lease, sublease, license, sublicense or easement on the Premises, Grantor shall provide written notice to Grantee of such offer. Grantee shall have the right to purchase the interest and/or cash flow on the same terms and conditions as such offer. Grantee shall provide Grantor with notice of its election no later than thirty (30) days after Xxxxxxx receives written notice from Grantor of the offer. In the event Grantee does not exercise its right within thirty (30) days of its receipt of such offer, Grantor may proceed with the transaction contemplated in the offer on the terms and conditions provided in the notice to Grantee, but with the express condition that such transaction is made subject to the terms of this Agreement. The foregoing is a continuing right in favor of Grantee and shall not be extinguished by Xxxxxxx’s exercise or non‐exercise of such right on one or more occasions.
Limited Right of First Refusal. 36.1 Subject to the terms of this Article 36, Tenant shall have a limited right of first refusal (the “ Right of First Refusal ”) during the Term and any Renewal Term to lease space in the Building. The Right of First Refusal is personal to WebEx Communications, Inc. and may not be exercised by any sublessee or assignee, or by any other successor or assign, of WebEx Communications, Inc. The Right of First Refusal shall be effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, either at the time of the applicable exercise of the Right of First Refusal or on the applicable First Refusal Commencement Date (as hereinafter defined).
Limited Right of First Refusal. 23 A. Notice..................................................23 B. Negotiation.............................................24 C. First Refusal Rights....................................24 D. Termination of this Lease...............................24 25.
Limited Right of First Refusal. If Umpqua or any successor to Umpqua's interest herein (a "Proposed Seller") acquires any Option Shares by exercising the Option, and if the Merger does not occur, and if the Proposed Seller shall receive and shall desire to accept a bona fide offer to purchase any of the Option Shares within 12 months after the date of such exercise, then, prior to any such sale, the Proposed Seller shall notify Centennial of such offer, the name of the offeror and the dollar value thereof, and Centennial shall have the right, by notice delivered to the Proposed Seller within two business days after the date Centennial receives the Proposed Seller's notice of such offer, to purchase all (but not less than all) of the Option Shares so proposed to be sold for a cash price equal to such dollar value, payable immediately. If Centennial does not elect to purchase any of the Option Shares, the Proposed Seller shall thereafter be free to sell the Option Shares to anyone (subject to Section 5).
Limited Right of First Refusal. 24 INSURANCE........................................................... 25 INDEMNIFICATION..................................................... 29
Limited Right of First Refusal. (a) Except as otherwise provided in Section 14(g), and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the "Sale Contract") for the sale of the Premises (Landlord acknowledging Landlord's Non-Bifurcation Obligation) to a Competitor (and which may include other property owned by Landlord so long as a specific purchase price is reasonably allocated to the Premises), such Sale Contract shall be conditioned upon Tenant's failure to exercise its right under this Section 14. Promptly following the execution thereof, Landlord shall give written notice to Tenant, together with a copy of the executed Sale Contract.
