Common use of Refusal Right Clause in Contracts

Refusal Right. Within 30 days after the receipt of the Sale Notice, the Licensor may elect to purchase all, but not less than all, of the interest or assets proposed to be transferred to the prospective buyer for the same price (which the Licensor may pay in cash) and on the other terms contained in the Sale Notice by delivering written notice (the “First Refusal Notice”) of such election to the prospective seller. During such 30 day period, the seller(s) shall provide the Licensor with access to its (and/or to the Person(s) whose interests or assets are proposed to be sold’s) books and records, facilities, tax returns, employees and other aspects of its business, and shall cooperate and provide to the Licensor such information as the Licensor may reasonably request, such that the Licensor may conduct a due diligence investigation of the Person whose interests or assets are proposed to be transferred. If the Licensor does not deliver a timely First Refusal Notice, it shall be deemed to have waived all of its rights to purchase such interest or assets prior to the proposed sale to the prospective buyer, and the prospective seller shall thereafter be free to sell the interests or assets to the proposed buyer at a price no less than the price set forth in the Sale Notice, and on other principal terms not substantially more favorable to the prospective buyer than those set forth in the Sale Notice, without any further obligation to the Licensor pursuant to this Article VIII. If, prior to consummation, the terms of the proposed sale change with the result that the purchase price is less than the price set forth in the Sale Notice or the other principal terms are substantially more favorable to the Prospective Buyer than those set forth in the Sale Notice, the prospective seller must furnish a separate Sale Notice, and the terms of this Article VIII must be separately complied with, in order to consummate such proposed sale.

Refusal Right. Within 30 days after (a) So long as no Event of Default then exists (unless, solely for the receipt purposes of this paragraph 32, such Event of Default is waived in writing by Landlord, Landlord having no obligation to do so) at any time during the Sale Term, but subject to the termination as set forth below, in the event Landlord, in its sole discretion, determines to offer the Premises for sale to one or more third parties, Tenant shall have the right to purchase the Premises upon the terms and conditions set forth in this paragraph 32. Landlord shall not sell the Premises without first complying with this paragraph 32; provided that Tenant shall have absolutely no right to force or otherwise cause Landlord to offer the Premises for sale. (b) During the Term, if Landlord elects to offer the Premises for sale, Landlord shall notify (“RR Notice”) Tenant in writing of such event. The date such notice is given is herein called the “RR Notice Date”. The RR Notice shall set forth the all-cash price (the “RR Price”) at which Landlord intends to offer the Premises for sale, together with the Licensor may other material terms and conditions of such offer (the “RR Offer”), and shall be certified as true and accurate by Landlord. Tenant shall have no right to determine the RR Price or other terms and conditions set forth in the RR Offer. Tenant shall have the right, at its option, exercisable as hereinafter provided, to purchase the Premises in accordance with the terms of paragraph 29 and for the RR Price and on the same terms and conditions set forth in the RR Offer. Tenant’s right to elect to purchase the Premises pursuant to the RR Offer shall be in Tenant’s sole discretion and Landlord shall have no right to require Tenant to purchase the Premises. (c) Tenant shall exercise its right to purchase the Premises, if at all, but not less than all, of the interest or assets proposed to be transferred to the prospective buyer for the same price (which the Licensor may pay in cash) and on the other terms contained in the Sale Notice by delivering written notice of such election (the “First Refusal RR Exercise Notice”) to Landlord on or before the date which is 30 calendar days following the RR Notice Date. If Tenant delivers a RR Exercise Notice to Tenant, Tenant shall close a purchase of the Premises on an all-cash basis at the RR Price and on the terms and conditions set forth in the RR Offer on the day sixty (60) calendar days after the date on which Tenant delivers the RR Exercise Notice to Landlord (unless such date is not a Business Day, in which case the closing shall take place on the first Business Day following such date) or any other earlier date mutually agreeable to Landlord and Tenant, and otherwise in accordance with paragraph 29 above. (d) If Tenant does not timely exercise its right with respect to any RR Notice, Landlord shall have 12 months to sell the Premises to any third party willing to purchase the Premises upon terms no more favorable to such third party than the terms offered to Tenant in the RR Offer other than the all-cash price, which price cannot be less than 95% of the RR Price. In the event of any sale to a third party in accordance with the requirements of this paragraph 32, upon the closing of such election purchase, Tenant’s right to purchase the prospective seller. During such 30 day period, the seller(s) shall provide the Licensor with access Premises pursuant to its (and/or to the Person(s) whose interests or assets are proposed to be sold’s) books and records, facilities, tax returns, employees and other aspects of its business, and shall cooperate and provide to the Licensor such information as the Licensor may reasonably request, such that the Licensor may conduct a due diligence investigation of the Person whose interests or assets are proposed to be transferred. If the Licensor does not deliver a timely First Refusal Notice, it this paragraph 32 shall be deemed to automatically expire with respect to the Premises, and Tenant, at Landlord’s request, shall promptly execute and deliver to Landlord an instrument releasing and quitclaiming any and all interest Tenant would otherwise have waived all under this paragraph 32 to the purchaser of its rights the Premises. If no closing of such purchase occurs within such 12 months, Tenant’s right to purchase such interest or assets prior the Premises pursuant to this paragraph 32 shall be reinstated. Should Landlord desire to enter into an agreement which decreases the proposed sale all-cash purchase price for the Premises to the prospective buyer, and the prospective seller shall thereafter be free to sell the interests or assets to the proposed buyer at a price no an amount less than 95% of the price set forth in the Sale Notice, and on other principal terms not substantially RR Price or is otherwise more favorable to the prospective buyer than those set forth such third party by providing material economic terms not offered to Tenant in the Sale respective RR Notice, without any further obligation to the Licensor pursuant to this Article VIII. Ifsuch as providing seller financing, then prior to consummation, entering into such agreement Landlord shall provide a new RR Notice to Tenant setting forth and certifying to the terms of the proposed new RR Offer. Tenant shall have the right to exercise the right to purchase the Premises as to such new RR Offer in the manner provided in this paragraph 32. (e) If an Event of Default under this Lease has occurred or is continuing at the time of the closing date for the sale change to Tenant under this paragraph 32, Landlord may, at Landlord’s option, terminate Tenant’s right and obligation to purchase the Premises pursuant to this paragraph 32. Tenant’s failure to close the purchase of the Premises on the closing date shall be an Event of Default under this Lease. (f) Landlord shall not accept any unsolicited offers to sell the Premises without first complying with the result that provisions of this paragraph 32, if still applicable, including providing the RR Notice to Tenant and the opportunity for Tenant to exercise its right to purchase price is less than the price set forth Premises. (g) Tenant’s right to purchase the Premises pursuant to this paragraph 32 shall not apply to: (1) acquisition of the Premises, or any portion thereof, by a third party in a condemnation proceeding or a conveyance in lieu of condemnation, (2) any conveyance resulting from the Sale Notice foreclosure of a Mortgage or other instrument encumbering the Premises, or any deed (or transfer or other principal terms are substantially more favorable form of conveyance or assignment) given or made in lieu of such foreclosure; (3) any transfer by Landlord to any of its members; (4) any transfer between or among members in Landlord; and (5) any transfer to an Affiliate of Landlord; provided, however, Tenant’s right to purchase the Premises under this paragraph 32 shall survive any such conveyance or transfer under clause (1) to the Prospective Buyer than those set forth extent the Premises are not so condemned or transferred pursuant to a proceeding in the Sale Notice, the prospective seller must furnish a separate Sale Noticelieu thereof, and shall survive any such conveyance or transfer under clauses (2), (3), (4), and (5). (h) The Memorandum of Lease to be recorded pursuant to paragraph 24 shall also memorialize Tenant’s right to purchase the terms Premises pursuant to this paragraph 32. Subject to the following sentence, Landlord represents and warrants to Tenant that Tenant’s right to purchase the Premises pursuant to this paragraph 32 shall have priority over and be superior to any Mortgage, and Landlord shall not permit any Mortgage to be recorded prior to recording the Memorandum of Lease hereunder. Tenant agrees to subordinate such rights to the extent required by a Mortgagee upon such Mortgagee’s request, so long as such Mortgagee agrees to recognize Tenant’s rights under this Article VIII must be separately complied with, in order to consummate such proposed saleparagraph 32 provided that no Event of Default is then continuing.

Refusal Right. Within 30 days after If any Securityholder (the receipt “Transferor”) desires to Transfer any Securities, other than pursuant to an Exempt Transfer, such Transferor shall deliver a notice (the “Offer Notice”) to the Fund and each Co-Investor (each a “Purchaser” and, together, the “Purchasers”), and the Company. The Offer Notice shall disclose in detail the identity of the Sale Noticeproposed transferee(s) (including all parties holding interests (directly or indirectly) in such proposed transferee of which they are aware), the Licensor proposed number, amount and type of Securities to be Transferred, and the material proposed terms with respect to price (and confirmation that such price is to be paid all in cash) and shall include a complete and accurate copy of the written offer or proposal to purchase Securities received by the Transferor. (a) If the Board, in writing, approves such Transfer in accordance with the Offer Notice: (i) The Company, first, may elect to purchase all or any portion of the Securities specified in the Offer Notice (the “Offered Securities”) at the price and on the terms specified therein by delivering written notice of such election to the Transferor as soon as practical, but in any event within ninety (90) days following the delivery of the Offer Notice (the “Company Offer Period”); and (ii) If the Company has not elected to purchase all of the Offered Securities within the Company Offer Period, then the Purchasers may elect to purchase all (but not less that all) of the Offered Securities not elected to be purchased by the Company on a pro rata basis (based on the number of Shares owned by such Purchaser, divided by the aggregate number of Shares owned by all Purchaser) at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferor as soon as practical, but in any event within one hundred twenty (120) days following the delivery of the Offer Notice. In the event that any of the Co-Investors elect to purchase less than its pro rata share of the Offered Securities, then the Fund shall be entitled to purchase the remainder of such Offered Securities, until all such Offered Securities have been elected to be purchased. (b) If the Company or the Purchasers have elected to purchase all (but not less than all, ) of the interest or assets proposed to be transferred Offered Securities, the Transfer of the Offered Securities to the prospective buyer for Company or the same price Purchasers, as the case may be, shall be consummated as soon as practical following the delivery of the election notices, but in any event within one hundred eighty (which 180) days following the Licensor may pay in cash) and on delivery of the other terms contained in the Sale Offer Notice by delivering written notice the Transferor (the “First Refusal NoticeElection Period”) ). The Company or the Purchasers shall pay for the Offered Securities by delivery of such election a cashier’s check or wire transfer of immediately available funds (or by offset against any amounts owed by the Transferor to the prospective sellerCompany Group or the Purchasers). During The purchasers of any Offered Securities pursuant to this Article III shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Transferor regarding such 30 day periodsale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may be reasonably necessary (in the purchaser’s judgment) to effect the purchase of the Offered Securities. (c) If the Company and/or the Purchasers (i) have not collectively elected to purchase all of the Offered Securities or (ii) have failed to consummate such purchase within the Election Period (other than as a result of a breach of the provisions of this Agreement by the Transferor), the seller(soptions set forth in Section 3.2(a) shall provide the Licensor with access to its (and/or to the Person(s) whose interests or assets are proposed to be sold’s) books and records, facilities, tax returns, employees and other aspects of its business, and shall cooperate and provide to the Licensor such information as the Licensor may reasonably request, such that the Licensor may conduct a due diligence investigation of the Person whose interests or assets are proposed to be transferred. If the Licensor does not deliver a timely First Refusal Notice, it above shall be deemed not to have waived been exercised and such Transferor may, within sixty (60) days following the earlier of (x) the expiration of the Election Period, and (y) the lapse or waiver of all of its rights options to purchase such interest the Offered Securities set forth in Section 3.2(a), Transfer all or assets prior any portion of the Offered Securities to the proposed sale to party or parties named in the prospective buyer, and the prospective seller shall thereafter be free to sell the interests or assets to the proposed buyer Offer Notice at a price no less than the price set forth specified in the Sale Notice, Offer Notice and on other principal terms not substantially no more favorable in the aggregate to the prospective buyer transferees than those set forth offered to the Company and the Purchasers in the Sale Offer Notice, without any further obligation . Any Offered Securities not Transferred within such sixty (60) day-period shall be subject to the Licensor pursuant to this Article VIII. If, prior to consummation, the terms of the proposed sale change with the result that the purchase price is less than the price set forth in the Sale Notice or the other principal terms are substantially more favorable to the Prospective Buyer than those set forth in the Sale Notice, the prospective seller must furnish a separate Sale Notice, and the terms provisions of this Article VIII must be separately complied with, in order III with respect to consummate such proposed saleany subsequent Transfer.

Refusal Right. Within 30 Landlord shall not lease all or any portion of the space designated "Option Space" in Exhibit A attached hereto (the "Option Space"), consisting of approximately 11,345 square feet of space located adjacent to the Premises as defined in Section 1.1 hereof (which Option Space comprises the option space labeled on Exhibit A as "Option Space 'A'" which consists of approximately 1,650 square feet of space and as "Option Space 'B'" which consists of approximately 9,695 square feet of space), at any time during the initial term of this Lease, except in compliance with this Section 1.3. If Landlord receives a bona fide third-party offer during the initial term of this Lease to lease all or any portion of the Option Space, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the offeror proposes to lease the Option Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have ten (10) calendar days after the receipt date of the Sale Noticegiving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Licensor may elect Offered Space shall be leased to purchase all, but not less than all, of Tenant on the interest or assets proposed to be transferred to the prospective buyer for the same price (which the Licensor may pay terms set forth in cash) Landlord's notice and on the other additional terms contained in the Sale Notice by delivering written notice and provisions set forth herein (the “First Refusal Notice”) of such election except to the prospective seller. During such 30 day period, extent inconsistent with the seller(s) shall provide the Licensor with access to its (and/or to the Person(s) whose interests or assets are proposed to be sold’s) books and records, facilities, tax returns, employees and other aspects of its business, and shall cooperate and provide to the Licensor such information as the Licensor may reasonably request, such that the Licensor may conduct a due diligence investigation of the Person whose interests or assets are proposed to be transferred. If the Licensor does not deliver a timely First Refusal Notice, it shall be deemed to have waived all of its rights to purchase such interest or assets prior to the proposed sale to the prospective buyer, and the prospective seller shall thereafter be free to sell the interests or assets to the proposed buyer at a price no less than the price terms set forth in Landlord's said notice) and the Sale Noticeparties shall promptly execute an amendment to this Lease adding the Offered Space to the Premises and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Tenant does not accept Landlord's offer within the 6 [ILLEGIBLE] third party, at any time within one hundred eighty (180) days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other principal terms and conditions not substantially more favorable to the prospective buyer than those set forth in the Sale Notice, without any further obligation to the Licensor pursuant to this Article VIII. If, prior to consummation, the terms of the proposed sale change with the result that the purchase price is less lessee than the price set forth minimum rental and other terms offered to Tenant in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not lease the Sale Notice or the other principal terms are substantially more favorable Offered Space to the Prospective Buyer than those set forth in the Sale Noticea third party within one hundred eighty (180) days, the prospective seller must furnish a separate Sale Notice, and the terms this First Right of this Article VIII must be separately complied with, in order Refusal shall reattach to consummate such proposed salethat space.

Refusal Right. Within 30 days after (a) So long as no Event of Default then exists (unless, solely for the receipt purposes of this paragraph 32, such Event of Default is waived in writing by Landlord, Landlord having no obligation to do so) at any time during the Sale Term, but subject to the termination as set forth below, in the event Landlord, in its sole discretion, determines to offer the Premises for sale to one or more third parties, Tenant shall have the right to purchase the Premises upon the terms and conditions set forth in this paragraph 32. Landlord shall not sell the Premises without first complying with this paragraph 32; provided that Tenant shall have absolutely no right to force or otherwise cause Landlord to offer the Premises for sale. (b) During the Term, if Landlord elects to offer the Premises for sale, Landlord shall notify (“RR Notice”) Tenant in writing of such event. The date such notice is given is herein called the “RR Notice Date”. The RR Notice shall set forth the all-cash price (the “RR Price”) at which Landlord intends to offer the Premises for sale, together with the Licensor may other material terms and conditions of such offer (the “RR Offer”), and shall be certified as true and accurate by Landlord. Tenant shall have no right to determine the RR Price or other terms and conditions set forth in the RR Offer. Tenant shall have the right, at its option, exercisable as hereinafter ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. provided, to purchase the Premises in accordance with the terms of paragraph 29 and for the RR Price and on the same terms and conditions set forth in the RR Offer. Tenant’s right to elect to purchase the Premises pursuant to the RR Offer shall be in Tenant’s sole discretion and Landlord shall have no right to require Tenant to purchase the Premises. (c) Tenant shall exercise its right to purchase the Premises, if at all, but not less than all, of the interest or assets proposed to be transferred to the prospective buyer for the same price (which the Licensor may pay in cash) and on the other terms contained in the Sale Notice by delivering written notice of such election (the “First Refusal RR Exercise Notice”) to Landlord on or before the date which is 30 calendar days following the RR Notice Date. If Tenant delivers a RR Exercise Notice to Tenant, Tenant shall close a purchase of the Premises on an all-cash basis at the RR Price and on the terms and conditions set forth in the RR Offer on the day sixty (60) calendar days after the date on which Tenant delivers the RR Exercise Notice to Landlord (unless such date is not a Business Day, in which case the closing shall take place on the first Business Day following such date) or any other earlier date mutually agreeable to Landlord and Tenant, and otherwise in accordance with paragraph 29 above. (d) If Tenant does not timely exercise its right with respect to any RR Notice, Landlord shall have 12 months to sell the Premises to any third party willing to purchase the Premises upon terms no more favorable to such third party than the terms offered to Tenant in the RR Offer other than the all-cash price, which price cannot be less than 95% of the RR Price. In the event of any sale to a third party in accordance with the requirements of this paragraph 32, upon the closing of such election purchase, Tenant’s right to purchase the prospective seller. During such 30 day period, the seller(s) shall provide the Licensor with access Premises pursuant to its (and/or to the Person(s) whose interests or assets are proposed to be sold’s) books and records, facilities, tax returns, employees and other aspects of its business, and shall cooperate and provide to the Licensor such information as the Licensor may reasonably request, such that the Licensor may conduct a due diligence investigation of the Person whose interests or assets are proposed to be transferred. If the Licensor does not deliver a timely First Refusal Notice, it this paragraph 32 shall be deemed to automatically expire with respect to the Premises, and Tenant, at Landlord’s request, shall promptly execute and deliver to Landlord an instrument releasing and quitclaiming any and all interest Tenant would otherwise have waived all under this paragraph 32 to the purchaser of its rights the Premises. If no closing of such purchase occurs within such 12 months, Tenant’s right to purchase such interest or assets prior the Premises pursuant to this paragraph 32 shall be reinstated. Should Landlord desire to enter into an agreement which decreases the proposed sale all-cash purchase price for the Premises to the prospective buyer, and the prospective seller shall thereafter be free to sell the interests or assets to the proposed buyer at a price no an amount less than 95% of the price set forth in the Sale Notice, and on other principal terms not substantially RR Price or is otherwise more favorable to the prospective buyer than those set forth such third party by providing material economic terms not offered to Tenant in the Sale respective RR Notice, without any further obligation to the Licensor pursuant to this Article VIII. Ifsuch as providing seller financing, then prior to consummation, entering into such agreement Landlord shall provide a new RR Notice to Tenant setting forth and certifying to the terms of the proposed new RR Offer. Tenant shall have the right to exercise the right to purchase the Premises as to such new RR Offer in the manner provided in this paragraph 32. (e) If an Event of Default under this Lease has occurred or is continuing at the time of the closing date for the sale change to Tenant under this paragraph 32, Landlord may, at Landlord’s option, terminate Tenant’s right and obligation to purchase the Premises pursuant to this paragraph 32. Tenant’s failure to close the purchase of the Premises on the closing date shall be an Event of Default under this Lease. (f) Landlord shall not accept any unsolicited offers to sell the Premises without first complying with the result that provisions of this paragraph 32, if still applicable, including providing the RR Notice to Tenant and the opportunity for Tenant to exercise its right to purchase price is less than the price set forth Premises. (g) Tenant’s right to purchase the Premises pursuant to this paragraph 32 shall not apply to: (1) acquisition of the Premises, or any portion thereof, by a third party in a condemnation proceeding or a conveyance in lieu of condemnation, (2) any conveyance resulting from the Sale Notice foreclosure of a Mortgage or other instrument encumbering the Premises, or any deed (or transfer or other principal terms are substantially more favorable form of conveyance or assignment) given or made in lieu of such foreclosure; (3) any transfer by Landlord to any of its members; (4) any transfer between or among members in Landlord; and (5) any transfer to an Affiliate of Landlord; provided, however, Tenant’s right to purchase the Premises under this paragraph 32 shall survive any such conveyance or transfer under clause (1) to the Prospective Buyer than those set forth extent the Premises are not so condemned or transferred pursuant to a proceeding in the Sale Notice, the prospective seller must furnish a separate Sale Noticelieu thereof, and shall survive any such conveyance or transfer under clauses (2), (3), (4), and (5). (h) The Memorandum of Lease to be recorded pursuant to paragraph 24 shall also memorialize Tenant’s right to purchase the terms Premises pursuant to this paragraph 32. Subject to the following sentence, Landlord represents and warrants to Tenant that Tenant’s right to purchase the Premises pursuant to this paragraph 32 shall have priority over and be superior to any Mortgage, and Landlord shall not permit any Mortgage to be recorded prior to recording the Memorandum of Lease hereunder. Tenant agrees to subordinate such rights to the extent required by a Mortgagee upon such Mortgagee’s request, so long as such Mortgagee agrees to recognize Tenant’s rights under this Article VIII must be separately complied with, in order to consummate such proposed saleparagraph 32 provided that no Event of Default is then continuing.