Right of First Offer. Subject to the terms and conditions of this Section 1.3, Landlord hereby grants to Tenant an on-going right of first offer during the initial Lease Term with respect to any space on the third (3rd) or fourth (4th) floors of the Building (the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Tenant shall commence only following the expiration of the first (1st) Lease Year (the “ROFO Commencement Date”) (and Landlord shall have the right to enter into leases in the building prior to the ROFO Commencement Date (the “Initial Leases”) without providing Tenant with notice or any opportunity to lease such space), and shall terminate at the end of the initial Lease Term (and shall not be effective during any Option Term). Such right of first offer shall be subordinate to all rights granted in any Initial Leases, which rights relate to the First Offer Space and are set forth in the Initial Leases upon execution thereof, including, without limitation, any renewal, expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to a lease amendment or a new lease (the “Superior Rights”). Further, such right of first offer shall be subject and subordinate to the terms of any renewal right contained in any lease of the First Offer Space entered into by Landlord with a third party after Tenant’s failure to exercise its right of first offer as provided in this Section 1.3 (the “Intervening Leases”). All such tenants under Initial Leases or Intervening Leases, are collectively referred to as the “Superior Right Holders”.
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.
Right of First Offer. (a) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.
Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities.
Right of First Offer. Provided no Event of Default or Management Termination Event hereunder exists, if at any time (and from time to time) during the Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of Provident shall acquire a senior independent living facility, other than a facility which is to be leased back to the seller of such facility (or its affiliate) (each, a "First Offer Facility"), PSLT-BLC Holdings shall notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease the First Offer Facility on a "triple-net" basis under a lease agreement substantially similar to each of the Property Leases and (ii) shall, except to the extent that PSLT-BLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, include such other due diligence information that Provident or its Subsidiaries may actually have in their possession at the time the First Offer Availability Notice is delivered. BLC Holdings shall have the right (the "Right of First Offer") to lease such First Offer Facility upon the terms set forth in the First Offer Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") exercising its Right of First Offer with respect to such First Offer Facility within ten (10) Business Days after receipt of the First Offer Availability Notice. If BLC Holdings delivers the First Offer Acceptance as provided herein, then, provided no Event of Default or Management Termination Event exists hereunder as of the date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to the First Offer Facility substantially in the form of the Property Leases (with such revisions as are mutually acceptable to the parties), provided that Base Rent payable thereunder and the other lease terms shall be as set forth in the First Offer Availability Notice. If BLC Holdings fails to provide the First Offer Acceptance as provided herein (time being of the essence with respect to such date), BLC Holdings shall be deemed to have waived i...
Right of First Offer. So long as this Agreement is still in full force and effect and there then exists no Event of Default, if Landlord intends to solicit offers, or to accept an unsolicited offer, to purchase its fee interest or leasehold interest in any Property, Landlord first shall offer to sell the applicable Property or its leasehold interest under a Ground Lease (the “Offered Property”) to Tenant at a price to be identified by Landlord in such offer notice (the “Offer Notice”), which Offer Notice shall also include the material terms on which Landlord is offering to sell the Offered Property to Tenant and the estimated closing date. If Tenant shall elect to accept such offer, it shall give Landlord notice of such election within twenty (20) Business Days after the Offer Notice is given. If Tenant elects to accept such offer within such twenty (20) Business Day period, Landlord and Tenant shall, for a period of thirty (30) days after the date of Tenant’s election, engage in good faith negotiations of a mutually acceptable purchase and sale agreement incorporating the terms and conditions in Landlord’s Offer Notice and such other terms as are necessary for the transaction and agreed by the parties, acting reasonably. In the event Tenant fails to accept Xxxxxxxx’s offer within such twenty (20) Business Day period, or the parties, having negotiated in good faith, fail to execute and deliver a mutually acceptable purchase and sale agreement within such thirty (30) day period, then Landlord shall have the right to accept an offer and/or enter into an agreement to sell and/or to sell such Offered Property to a third party, provided, however, that: (a) Landlord’s conveyance of the Offered Property shall take place within two hundred seventy (270) days of delivery of the Offer Notice; (b) the purchase price paid for the Offered Property shall be equal to or greater than 97% of the purchase price included in the Offer Notice; and (c) the other terms of such sale taken as a whole shall be substantially the same or better for Landlord than the proposed terms contained in the Offer Notice. Tenant’s rights shall be reinstituted with respect to such Offered Property if Landlord shall not so convey title to the Offered Property to a third party within two hundred seventy (270) days following delivery of the Offer Notice. Tenant’s rights under this paragraph shall not apply to (i) the grant of a mortgage lien as collateral in connection with a bona fide financing, (ii) a foreclosure sal...
Right of First Offer. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.4, the term “Major Investor” includes any general partners and affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:
Right of First Offer. (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.
Right of First Offer. If at any time during the initial Term of this Lease Landlord is in serious discussions with a third party (excluding, however, any discussions arising out of or relating to an expansion option, renewal option, first right to lease, or other right granted to a tenant of the Building as of the date of this Lease) to lease any portion of the sixth (6th) floor of the Building consisting of less than the number of net rentable square feet determined by subtracting the number of net rentable square feet then leased by Tenant on the sixth (6th) floor (if any) from 10,000, Landlord shall submit written notice of the third party discussion to Tenant (the "Notice"). In addition, if (i) Tenant has theretofore leased less than approximately 7,000 net rentable square feet of space on the sixth (6th) floor, and (ii) the balance of the sixth (6th) floor not leased to Tenant has been leased to third parties pursuant to leases expiring after the expiration of the Term, then if Landlord is in serious discussions with a third party (excluding, however, any discussions arising out of or relating to any expansion option, renewal option, first right to lease, or other right granted to a tenant in the Building either prior to or after the date of this Lease) to lease any other space in the Building consisting of less than the number of net rentable square feet determined by subtracting the number of net rentable square feet then leased by Tenant pursuant to this Exhibit I from 7,000, Landlord shall submit a Notice thereof to Tenant. Upon receipt of the aforesaid Notice from the Landlord, so long as Tenant is not in default of Tenant's covenants under this Lease, Tenant shall have the right (the "Right of First Offer"), exercisable at any time within ten (10) days from the date of such Notice, to lease the space which is the subject of the Notice. Tenant acknowledges that the aggregate size of all space Tenant may lease under this Exhibit I is approximately 10,000 net rentable square feet; provided, if Tenant's right to lease space on floors other than the sixth (6th) floor is triggered, the aggregate size of all space Tenant may lease under this Exhibit I is approximately 7,000 net rentable square feet. Net Rental for such space shall be at the then Market Net Rental Rate, and Landlord shall provide Tenant a Market Improvement Allowance for the construction of Tenant's leasehold improvements. If Tenant elects to exercise the Right of First Offer, Tenant shall, prior to the end ...
Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all of the Premises to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire to sell the Premises. Lxxxxxxx’s notice shall contain the general terms and conditions upon which Landlord is willing to sell the Premises, however, any such terms and conditions shall serve only as a basis for further negotiations and shall not be binding on either party unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have thirty (30) days following the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.
