Right of First. OFFER Landlord hereby grants Tenant the Right of First Offer to lease the contiguous space of 2,758 rentable square feet on the 8th Floor of the Building, presently vacant and shown outlined on the floor plan annexed hereto as Exhibit A ("First Offer Space"), upon the following terms and conditions:
(a) Landlord will give Tenant written notice when Landlord is about to begin negotiations to lease all or a portion of the First Offer Space to a third party and Tenant shall have ten (10) days after receipt of such notice to notify Landlord of its exercise of the Right hereunder;
(b) At the time Tenant notifies Landlord of its exercise of the Right, Tenant shall not be in default under any of the provisions of the Lease beyond any applicable cure period;
(c) Base Rent for the First Offer Space shall be at the same annual Base Rents payable by Tenant with respect to the Premises;
(d) Tenant's Percentage under Article 5 above shall be increased by 1.068%;
(e) The effective date of the addition of the First Offer Space to the Premises shall be the 31st day after Tenant's receipt of Landlord's notice under (a) above;
(f) Tenant agrees to accept the First Offer Space in "as is" condition, in the physical state and condition thereof on the effective date under (e) above, provided that Landlord shall contribute a construction allowance of $.22 per rentable square foot of the First Offer Space per month remaining in the initial term of the Lease from and after the effective date under (e) above;
(g) Except for the provisions of paragraphs (c), (d), and (f) above, Tenant's lease of the First offer Space shall be upon the same terms and conditions contained in the Lease; and
(h) Upon Tenant's failure to exercise its Right of First Offer with respect to the First Offer Space, or any part thereof from time to time, within the time period provided under (a) above, Landlord shall have the right to pursue its negotiations for a lease of the First Offer Space, or part thereof, as the case may be, with the third party.
Right of First. Refusal #1 (Suite 114): Landlord hereby grants to Tenant the right of first refusal to lease all of the adjacent space containing 5,400 rentable square feet, known as Suite 114, (the "Adjacent Space #1") upon the terms and conditions contained herein. So long as Tenant is not then in default under the Lease, Landlord will notify Tenant when it has made a proposal to lease any portion of the Adjacent Space #1 to a third party (other than BellSouth Entertainment, Inc.) and the terms and conditions upon which it is willing to lease such space. Tenant shall provide written notice to Landlord, as to Tenant's decision to lease or not to lease that portion of the Adjacent Space #1 within seven (7) business days after Landlord's notice to Tenant is received. If Tenant does not provide written notice or indicates that it will not exercise its right of first refusal, this right will expire and Landlord shall have no future obligations to Tenant with regard to that portion of the Adjacent Space #1 which was subject to such notice. If Tenant does provide such notice to lease the Adjacent Space #1 for a term not to exceed the remaining initial term of this Lease, Landlord and Tenant will execute a lease for the Adjacent Space #1 within a reasonable time after Landxxxx'x xeceipt of Tenant's notice of intent to lease on all the same terms as this Lease except for the rental terms, and other matters which shall be mutually agreed upon by Landlord and Tenant. This right of first refusal to lease the Adjacent Space #1 is personal to Horizon Pharmaceutical Corporation and may not be assigned in connection with an assignment of this Lease or otherwise, except for an assignment as contemplated in Section 20.02. This right is subordinate to the rights to BellSouth Entertainment, Inc. to lease the space as contained in that certain Lease Agreement by and between ASC North Fultxx Xxxociates Joint Venture and BellSouth Entertainment, Inc. dated July 2, 1997.
Right of First. Refusal For a period of three (3) years from the date of this Agreement, the Company will not enter into an agreement for a public or private cash (other than to employees) of any securities of the Company or any affiliate of the Company or any securities offered by the Company or any affiliate, including any shareholder owning ten percent (10%) or more of the Company's issued and outstanding Common Stock, for cash to or through any person, firm or corporation other than Xxxxx Financial Services, Inc. unless and until the Company shall have first negotiated for the sale of such securities with or through or offered to sell such securities to Xxxxx Financial Securities, Inc. The Company shall notify Xxxxx Financial Services, Inc. in writing of the Company's intention to offer such securities in an offering covered by this right of first refusal and the terms (including the price or other method of determining the underwriting or placement discount or fee) and the conditions of the proposed offering. Xxxxx Financial Services, Inc. shall then have 10 days from the date of receipt of such written notice to decide whether to participate in such proposed offering. If Xxxxx Financial Services, Inc. determines that it does not wish to participate in the proposed offering, then it shall so notify the Company of its intention in writing not later than 30 days from the receipt of notice from the Company of such proposed offering. If Xxxxx Financial Services, Inc. determines not to participate in such offering, then the Company may, within a period of 90 days from the date of receipt of notice from Xxxxx Financial Services, Inc. of its intention not to participate, enter into a letter of intent for the public sale or, as appropriate, a contract for the private sale, of any of such securities through any other person, firm or corporation on the same general terms and conditions as those which were tendered by the Company to Xxxxx Financial Services, Inc. Provided, however, as to a public offering, it a definitive underwriting agreement with a firm commitment is not executed by the Company with such third party within 180 days thereafter, all the rights of Xxxxx Financial Services, Inc. hereunder with respect to such offering shall be reinstated. Nothing in this Agreement shall be construed as granting the continuation of such preferential right on the part of Xxxxx Financial Services, Inc. beyond such three-year period.
Right of First. Refusal In the event Licensor receives an offer from any third party to license or commercialize a New Development (an "Outside Offer"), Licensee shall enjoy a right of first refusal (the "Right of First Refusal") as follows: Licensor shall not accept any Outside Offer unless (i) Licensor has first provided the Outside Offer in writing to Licensee; and (ii) Licensee is provided a period of thirty (30) days from its receipt of the Outside Offer to evaluate the Outside Offer (the "Evaluation Period"). If Licensor receives from Licensee before expiration of the Evaluation Period a written offer that meets each of the terms of the Outside Offer or is more advantageous to Licensor than the Outside Offer (a "Qualifying Licensee Offer"), then Licensor shall either (a) reject the Outside Offer, or (b) accept the Qualifying Licensee Offer. Licensor shall not be obligated to accept the Qualifying Licensee Offer (in which event, the Licensor shall not accept the Outside Offer). If a Qualifying Licensee Offer is not received within the Evaluation Period, then the Right of First Refusal shall expire, and Licensor shall be free to accept the Outside Offer.
Right of First. Refusal Upon Issuance of Securities by the Company. -----------------------------------------------------------------
Right of First. Refusal on Dispositions by the Investors. If at any time any Investor (the "Selling Investor") wishes to sell, assign, transfer or otherwise dispose of any or all Subject Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Subject Shares to the other Investors, with a copy to the Company, on terms and conditions, including price, not less favorable to the other Investors than those on which he proposes to sell such Subject Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Subject Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within twenty (20) days after receipt of the Offer, each non-selling Investor shall give notice to the Selling Investor of its intent to purchase all or any portion of the offered Subject Shares on the same terms and conditions as set forth in the Offer. Each non-selling Investor shall have the right to purchase that number of the offered Subject Shares as shall be equal to the aggregate offered Subject Shares multiplied by a fraction, the numerator of which is the number of shares of Stock of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors (other than the Selling Investor). The amount of Subject Shares each non-selling Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor's "Pro Rata Fraction." Each non-selling Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a non-selling Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any non-selling Investors who so elect shall have the right to purchase, on a pro rata basis with any other non-selling Investors who so elect, any Pro Rata Fraction not purchased by a non-selling Investor or Qualified Transferee. Each non-selling Investor shal...
Right of First. OFFER Warburg and the Investors will grant to the Company (or an affiliate thereof) a right of first offer with respect to any proposed sales by them of Shares. Reasonable and customary procedures concerning this right of first offer will be set forth in the Shareholders Agreement.
Right of First. Refusal Upon Issuances of Securities by the ---------------------------------------------------------- Company. -------
(a) The Company hereby grants, on the terms set forth in this Section 3.1, to each Investor who holds at least 400,000 Shares or Conversion Stock the right of first refusal to purchase all or any part of such Investor's pro rata share of the New Securities (as defined in Section 3.1(b)) which the Company may, from time to time, propose to sell and issue. The Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first refusal, is the ratio of the total number of shares of Common Stock held by such Investor, including any shares of Common Stock into which shares of Preferred Stock held by such Investor are convertible, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Preferred Stock are convertible, shares of Common Stock issuable upon exercise of outstanding options and warrants and any Common Stock reserved for future issuance pursuant to plans approved by the Board of Directors).
Right of First. Refusal Subject to Crestview’s Drag-Along Rights, if any party to the Shareholders Agreement elects to sells any equity of the Parent to an unaffiliated 3rd party, the other parties to the Shareholders Agreement will have the right to sell purchase shares on the same terms and conditions. Drag Along Rights If Crestview sells all or substantially all of the equity of the Parent to an unaffiliated 3rd party, then Crestview will have the right to require the other parties to the Shareholders Agreement to sell their equity pro rata on the same terms and conditions (but without prejudice to any matters to which Messrs. Xxxxxxx and Adlerz may be reasonably asked to agree in their capacity as officers of the Company).
Right of First. Refusal Contract faculty members who have successfully taught for a minimum of 0.75 FTE have the right to be offered courses that become available as contract work for which the contract instructor is qualified.
