Right of First Notice. (a) If during the Lease Term space on floor 20 of the Building (the FIRST NOTICE SPACE) is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant (subject to subparagraph (i) below). Landlord's notice must specify the First Notice Rate (defined below). The term AVAILABLE FOR LEASE means that the First Notice Space is not then subject to any existing rights of third parties, including, without limitation, rights of first notice, expansion rights, extension rights, options to lease, or other rights. Notwithstanding the foregoing, if during the Lease Term Landlord receives an expression of interest in all or a part of floor 20 that also includes an expression of interest in all or a part of any other floor from a prospective tenant, then Landlord shall not be obligated to offer the First Notice Space to Tenant, and Tenant may not exercise its option to lease the First Notice Space in such case.
(b) Tenant may elect to lease the First Notice Space by delivering a notice (the RESPONSE NOTICE) to Landlord within 5 days after the date of Landlord's notice specifying that Tenant elects either (1) to lease all, but not less than all, of the applicable First Notice Space offered or (2) to decline to lease the applicable First Notice Space offered.
(c) If (1) Landlord does not receive the Response Notice within the 5-day period or (2) in the Response Notice Tenant does not elect to lease all of the applicable First Notice Space offered, Tenant is deemed to waive its right to lease the First Notice Space and Tenant has no further rights under this Paragraph, but Tenant shall have a continuing right of first notice with respect to the First Notice Space subsequently offered on terms materially different from those contained in Landlord's notice or if Landlord does not enter into a binding commitment with the prospective tenant within 120 days after delivery of Landlord's notice to Tenant.
(d) If Tenant timely delivers a Response Notice electing to lease all of the applicable First Notice Space offered, Tenant's lease of the applicable First Notice Space commences on the earlier of the date that Tenant occupies such First Notice Space or the date 60 days after Landlord's receipt of the Response Notice and is on the same terms as the Lease except that the Rent and other applicable terms for the First Notice Space a...
Right of First Notice. After Lock-Up Period").
(a) If, after five (5) years from the date of this Agreement ("After Lock Up Period"), Willxxxx xx Metrogas shall desire to sell all or part of its Shares other than in connection with a Public Offering (herein referred to as the "selling Shareholder"), then the selling Shareholder shall first provide the other Shareholders (hereinafter referred to as the "non-selling Shareholders") with written notice ("First Notice") of its desire to sell, such notice which shall include a description of the number of Shares to be sold, the sale price, and the financial terms of sale.
(b) The non-selling Shareholders shall, for a period of ninety (90) days from the date of receipt of the First Notice, be entitled to exercise the right to purchase the Shares included in the First Notice, and on the same terms therein, by delivering written acceptance to the selling Shareholder. If the more than one non-selling Shareholder wishes to exercise such right to purchase, the Shares included in the First Notice shall be divided among the non-selling Shareholders in accordance with their then-current shareholdings.
(c) If the non-selling Shareholders exercise such right of purchase, they shall have an additional period of ninety (90) days after such exercise within which to make payment for, and take title to, such Shares.
(d) If the non-selling Shareholders do not exercise such right of purchase within the aforementioned period of ninety (90) days, the selling Shareholder shall, for a period of 180 days be entitled to sell the Shares to any Person, provided that the sale price and financial and other terms are no less favorable than those specified in the First Notice. If no sale is effected during the aforementioned period of 180 days, the selling Shareholder shall be obligated to provide a new First Notice to the non-selling Shareholders in the event that the selling Shareholder still wishes to sell its Shares.
(e) Any Person purchasing Shares under this Clause 10.4 must agree in writing to be bound, jointly and severally with the selling Shareholder effecting the Transfer, by the terms and conditions of this Agreement.
(f) In the event that any Shareholder receives a Bona Fide Offer from any Person for its Shares, then the selling Shareholder shall first provide the non-selling Shareholders with a copy of the Bona Fide Offer received, upon which the same procedure as contained in Clauses 10.4(a) to (e) above must be carried out.
Right of First Notice. If, during the period commencing on […***…] and ending on […***…] (“Notice Period”), Dimension elects for the first time to enter into discussions with a Third Party for rights to develop and Commercialize (or just to Commercialize) products arising out of its Hemophilia B Program in any country of the Territory, Dimension shall provide Bayer with […***…], and Bayer will have a period of […***…] in which to inform Dimension of its potential interest in negotiating for such rights (the “Expression of Interest Notice”). Dimension shall review any such Expression of Interest Notice […***…], and […***…]. Nothing in this Section 5.12.2 shall obligate Dimension or Bayer to enter into any license or other arrangement with respect to the Hemophilia B Program. For clarity, Dimension’s obligation to provide written notice to Bayer under this Section 5.12.2 shall only apply […***…].
Right of First Notice. Prior to listing for lease the portion of the Property not included in Tenant’s Space, Landlord shall first notify Tenant of Landlord’s intention to lease all or any property such portion of the Property (except with respect to an existing Tenant of the Property). Thirty (30) days after the date of such notice, Landlord shall be free to lease such portion of the Property or any part thereof to any party on any terms. This Right of First Notice shall expire and be of no force or effect if an event of default has occurred under Section 9.1 of this Lease, if this Lease has terminated for any reason, or if Tenant has failed to exercise its extension in a timely manner under Section 2.2 of this Lease.
Right of First Notice. (a) After the first six (6) months of the initial Lease Term, if space on floor 18 of the Building (the "First Notice Space") is available for lease and Landlord receives an expression of interest in the First Notice Space from a prospective tenant, Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant. Landlord's
Right of First Notice. 1.1. From the date hereof until the date that none of the Preferred Stock is outstanding, upon any sale or proposed sale of Common Stock by the Shareholder (a “Stock Sale”), each Purchaser who owns Preferred Stock shall have the right to offer to purchase an amount of the Common Stock up to 100% of the Stock Sale.
1.2. The Shareholder agrees to not sell any of the Common Stock beneficially owned, or issuable to, the Shareholder, unless the Shareholder complies with the terms of this Agreement. The notice requirements under this Article shall be triggered upon any sale or proposed sale of Common Stock by the Shareholder, as provided in this Article, and shall not be triggered by exercises of stock options.
1.3. At any time when the Shareholder determines to solicit bids for an intended Stock Sale, or at least 2 Trading Days prior to the planned closing of a Stock Sale which results from the Shareholder’s receipt of an unsolicited bid for any of the Shareholder’s Common Stock, the Shareholder shall deliver to the Purchaser Representative a written notice of its intention to effect a Stock Sale which shall contain the proposed number of shares of Common Stock which are the subject of such Stock Sale, and if the proposed Stock Sale is an open-market sale, the notice shall so state (“Stock Sale Notice”). The Purchaser Representative shall notify all Purchasers of the Stock Sale Notice and for administrative convenience only, but not as the agent of any such Purchaser, shall forward to the Shareholder any expression of investment interest by any Purchaser as set forth below in Section 1.4. “Trading Day” means a day on which the OTC Bulletin Board is open for business. Each Purchaser shall be acting independently in determining whether to make a Purchaser Offer and the terms thereof.
Right of First Notice. (a) Following the expiration of the Lock-Up Period, if GDSH desires to, directly or indirectly, Transfer any of its Company Securities to any Person that is not an Affiliate of GDSH, GDSH shall deliver written notice, setting out the number and class of Company Securities subject to such Transfer and the identity of the transferee, to each of the Investors as soon as reasonably practicable following the execution of the definitive agreements for such Transfer and in any event prior to the consummation of such Transfer; provided that the provisions of this Section 4.02 shall not apply to any Transfers in any IPO.
(b) The provisions of this Section 4.02 shall terminate upon the consummation of an IPO.
Right of First Notice. Landlord hereby grants to Tenant a Right of First Notice on the following terms and conditions:
Right of First Notice. In the event Landlord elects to sell the Premises or the Premises and all or a portion of the balance of the Property (the “Sale Property”), or Landlord receives an offer from a third-party to purchase the Sale Property during the Lease Term, and provided Tenant is not then in default hereunder, Landlord agrees to provide Tenant written notice of such event as provided by this Section. In the event Landlord has elected to sell the Sale Property, the notice to Tenant shall state the terms and conditions upon which Landlord intends the list the Sale Property for sale. In the event Landlord has received an offer from a third-party to purchase the Sale Property, the notice to Tenant shall state the terms and conditions of the offer from the third-party. Upon receiving from Landlord the notice required by this Section, Tenant shall have the opportunity, along with any other third-party, to negotiate with the Landlord for the purchase of the Sale Property. Nothing contained herein shall be construed to provide the Tenant with the exclusive right to deal with the Landlord for the purchase of the Sale Property or a right of first refusal. Moreover, Landlord makes no representations as to the amount of time Landlord will wait or delay after giving Tenant the notice required by this Section to negotiate with Tenant or to enable Tenant to submit an offer to purchase the Sale Property. If Tenant fails to purchase the Sale Property after Landlord provides written notice pursuant to this paragraph and the Landlord sells the Sale Property within one year of the date of such notice to Tenant, then Tenant’s rights under this paragraph shall be null and void as to the Sale Property from and after the date the Landlord conveys the Sale Property to Tenant within such one year period.
Right of First Notice. If during the initial term of this Lease, Landlord receives a letter of intent or other expression of interest in the First Notice Space from a prospective tenant (the "Letter of Intent") regarding any vacant space on the fourth floor (the "First Notice Space"), Landlord shall deliver a notice to Tenant offering to lease the First Notice Space to Tenant.
