Right of First Offer/Refusal. Before any Vested Shares registered in the name of Founder may be sold or transferred (including transfer by operation of law but excluding any transfer to Founder’s spouse, descendants or ancestors or to any trust or family partnership established for Founder or any such family members benefit), such Vested Shares shall be offered at a price and on terms specified in writing by the selling Founder (the “Selling Founder”) to the Company and to the Founders Group, fifty percent (50%) as to each, who will collectively have the right to purchase all, but not less than all, of the Vested Shares proposed to be transferred in the manner set forth in the relevant provisions of the remainder of this Section 3 (such Vested Shares being referred to herein as the “ROFO/R Shares”).
Right of First Offer/Refusal. Landlord hereby grants to Tenant a right of first offer/refusal with respect to the following space (collectively, the “First Offer Space”): (i) floors two (2), three (3), four (4), five (5), six (6) and twelve (12) of the Tower, (ii) the first (1st) floor of the Tower other than suites which Landlord intends to lease for retail uses, (iii) all of the remaining space in the Annex, (iv) the Termination Premises should Tenant exercise its Termination Option under Article 34 below, and (v) any portion of the Premises Tenant elects not to lease during the Option Term under Article 31 above. The rentable square footage of all First Offer Space shall be determined pursuant to the BOMA Standard. Notwithstanding the foregoing (x) such first offer/refusal right of Tenant shall commence only following the expiration or earlier termination of the following (collectively, the “Superior Leases”): (A) any existing lease pertaining to any portion of the First Offer Space, and (B) as to any First Offer Space which is vacant as of the date of this Lease, the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Lease, and (C) as to the Termination Premises and any portion of the Premises Tenant elects not to lease during the Option Term, the first lease pertaining to such space entered into by Landlord after the date Tenant surrenders such space back to Landlord, including in the case of (A), (B) and (C) any renewal or extension of such existing or future lease, but only if such renewal or extension is pursuant to an express written provision in such lease, and (y) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights (collectively, the “Superior Expansion Rights”) granted to the tenants of the Superior Leases (the rights described in items (x) and (y), above to be known collectively as “Superior Rights”). As of the date of this Lease, there are no extension or renewal options in favor of tenants currently leasing any First Offer Space and there are no Superior Expansion Rights. Tenant’s right of first offer/refusal shall be on the terms and conditions set forth in this Article 32.
Right of First Offer/Refusal. If any Member (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer, to any Person other than a Permitted Transferee, it shall give written notice (the “Notice of Sale”) to the other Members (the “Non-Selling Members”) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable). The receipt of the Notice of Sale by the Non-Selling Members shall constitute an offer by the Selling Member to sell the Offered Units to the Non-Selling Members. Such offer, unless revoked by written notice given by the Selling Member to the Non-Selling Members prior to acceptance by any of the Non-Selling Members shall remain outstanding for a period of ninety (90) calendar days after receipt of the Notice of Sale by the Non-Selling Members (the “Offer Period”). Each Non-Selling Member may accept such offer with respect to its entire pro rata portion of such Offered Units, which shall be the amount obtained by multiplying the number of Offered Units by the ratio obtained by dividing (x) the number of Units of such Non-Selling Member, by (y) the number of Units held by all the Non-Selling Members, by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase its entire pro rata portion of such Offered Units at the same price and on the same terms specified in the Notice of Sale. If any Non-Selling Member fails to deliver a Notice of Purchase with respect to its pro rata amount of the Offered Units (such Units, the “Excess Units”), any Non-Selling Member electing to purchase its entire pro rata amount of such Offered Units (a “Participating Member”) shall be entitled to purchase from the Selling Member an additional number of Offered Units equal to the product of (i) the Excess Units and (ii) a fraction, the numerator of which is the Percentage Interest of such Participating Member, and the denominator of which is equal to the aggregate Percentage Interest of all Participating Members.
Right of First Offer/Refusal. If NBPCo Holdings (for purposes of this Section 12.1, the “Selling Member”) wishes to Transfer all or any portion of its Units, whether on its own initiative or in response to a bona fide offer from any Person, it shall give written notice (the “Notice of Sale”) to the Company (with a copy to the other Members) of the Units subject to such proposed Transfer (the “Offered Units”), the proposed offer or sale price (subject to Section 12.1.5), the terms of the proposed Transfer and the name and address of the proposed transferee (if applicable); provided, however, that no proposed transferee may be a Competing Business or Control a Competing Facility. The receipt of the Notice of Sale by the Company shall constitute an offer by the Selling Member to sell the Offered Units to the Company. Such offers, unless revoked by written notice given by the Selling Member to the Company prior to acceptance by the Company shall remain outstanding for a period of 10 days after receipt of the Notice of Sale by the Company. (the “Offer Period”). The Company may accept such offer as to all of the Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a “Notice of Purchase”) of its intention to purchase such Offered Units at the same price and on the same terms specified in the Notice of Sale.
Right of First Offer/Refusal. After the conclusion of the Lock-Out Period, except as provided in Section 9.1, 12.3 and 20.5, each of Bunge Netherlands and Solazyme, Inc. (the “Transferring Party”) shall have the right to transfer interests in the Company only pursuant to the procedures set forth in this Section 12.2:
Right of First Offer/Refusal. 17.13.1. Pursuant to the terms and conditions set forth in that certain Right of First Offer/Refusal Agreement of even date herewith among the parties (the “Right of First Offer/Refusal Agreement”), if any Ardent Party intends to utilize so-called “sale-leaseback” financing with respect to a healthcare facility located in the United States, Landlord has the right, but not the obligation to require the Ardent Party to negotiate exclusively with Landlord in good faith for a period of 90 days the terms and conditions pursuant to which Landlord would acquire the healthcare facility from the applicable Ardent Party or third party, as applicable, and such healthcare facility would be “leased back” to the applicable Ardent Party. If the parties are unable to agree upon all terms and conditions within 90 days following delivery of written notice from an Ardent Party to Landlord regarding the proposed transaction, the applicable Ardent Party shall be permitted to negotiate the terms of the subject transaction with respect to the subject healthcare facility with another Person, it being agreed however, that if the applicable Ardent Party reaches a definitive agreement with another Person (a “Contract Counterparty”) with respect to the sale-leaseback of the subject healthcare facility and in any event prior to consummation of any such transaction with such Person, the applicable Ardent Party shall, as an express condition set forth in any purchase agreement between the applicable Ardent Party and a Contract Counterparty, offer Landlord the right to acquire the healthcare facility and lease it to the applicable Ardent Party on the terms agreed upon by Ardent Party and the Contract Counterparty. Landlord shall have a period of ten (10) Business Days following such offer to elect in writing to acquire the healthcare facility and lease it to the applicable Ardent Party on the terms agreed upon by the applicable Ardent Party and the Contract Counterparty.
17.13.2. Pursuant to the terms and conditions set forth in that certain Right of First Offer/Refusal Agreement, if any Ardent Party seeks capital for the acquisition or development of additional health care facilities from any real estate investment trust, the applicable Ardent Party shall give Landlord written notice thereof and Landlord shall have the right, but not the obligation, to require the subject Ardent Party to negotiate exclusively with Landlord for 90 days in good faith the terms and conditions pursuant to w...
Right of First Offer/Refusal. If Landlord intends to solicit offers to sell either the Project or the Premises, then Landlord will deliver written notice of such intent to Tenant - such notice to contain Landlord's proposal for the basic sale terms. For a period of not less than ten (10) days thereafter, Landlord shall negotiate in good faith with Tenant over the terms of sale for the Premises. If after ten (10) days, Landlord and Tenant have not entered into a binding commitment for the purchase and sale of the Premises, then Landlord's obligation to continue negotiating with Tenant shall automatically cease and Landlord shall be free to sell the premises at any time thereafter to whomever and on whatever terms Landlord desires. If Landlord receives an unsolicited offer to purchase the Project or the Premises that the Landlord desires to accept, Landlord shall deliver written notice to Tenant of the terms of such offer. Tenant shall have five (5) days from the receipt of such notice to accept the terms of such offer as its own - such acceptance to be by written notice to Landlord. Tenant shall be deemed to have rejected such offer if Tenant (i) fails to respond in writing within such five (5) day period (ii) conditions its acceptance in any material way, or (iii) changes the terms of such offer in any material way.
Right of First Offer/Refusal. Provided Tenant is not in default of this Lease beyond any applicable cure period, and to the extent such Refusal Space (as defined below) becomes available to lease during the first year of the initial term of this Lease, subject to the terms of this Rider 30.1, Tenant shall have a onetime "Right of First Refusal" to lease the approximate 1,142 BOMA rentable square feet of space adjacent to the Premises, outlined In red on Exhibit "E", (such space being hereinafter referred to as the "Refusal Space".)
Right of First Offer/Refusal. (a) If either Purchaser or its Subsidiaries, on the one hand, or Seller or Guarantor or its respective Affiliates, on the other hand (in each case, a “Transferor”) proposes to transfer, directly or indirectly, whether by asset sale, stock sale, merger, or otherwise, any or all of its legal or beneficial ownership in one or more Hotel Brands, in any or all of the territory in which Transferor possesses the right to operate such Hotel Brands (such ownership interests, the “ROFO Interest”) to any unaffiliated third party other than in an Excluded Transaction, it must first deliver a notice indicating its intention to sell with an indicative offer stating its proposed initial price and material transaction terms for selling the ROFO Interest (“ROFO Selling Notice”) to the other party (“Offeree Party”). “Hotel Brand” means, (A) with respect to Seller or Guarantor, the intellectual property and related contracts (i.e., franchise agreements, master franchise agreements, and licenses) associated with any hotel brand owned by Guarantor, Radisson Belgium or other Subsidiary of Guarantor as of the date of this Agreement that is listed as a “Radisson Xxxx” pursuant to the Radisson Belgium Trademark Assignment Agreement, and (B) with respect to Purchaser, the intellectual property and related contracts (i.e., franchise agreements, master franchise agreements, and licenses) associated with any hotel brand that is acquired pursuant to the Radisson Belgium Trademark Assignment Agreement.
Right of First Offer/Refusal. During the initial term and first renewal term of this Lease, Tenant shall have the first right of offer to purchase the Property, upon the following terms and conditions: If Landlord desires to sell the Property to any third party, Landlord shall, so long as Tenant is not in default under this Lease beyond any cure period, first offer to sell the Property to Tenant upon specified terms (hereinafter called the "Offered Terms"). The Offered Terms shall specify the purchase price, financing terms, if any, and length of time to close. Tenant shall have twenty (20) days from receipt of such Offered Terms in which to notify Landlord in writing that it elects to purchase the Property. If Tenant so notifies Landlord, such notification shall constitute an acceptance of Landlord's offer, in which event Tenant shall pay to Landlord a purchase price equal to ninety-four percent (94%) of the purchase price specified in
