Right of First Offer Right of First Refusal. 28.1 Commencing January 1, 1993 and continuing throughout the term of the Lease (including extension options), Lessee shall have the following described Right of First Offer/Right of First Refusal to lease any and all available space in the low rise elevator bank, subject only to i) contrary rights (including, but not limited to, expansion options, rights of first refusal, rights of first offer, extension options and renewal options) granted to other tenants prior to December 18, 1991, and ii) expansion options granted at the outset to other tenants who, after December 18, 1991, lease more than 15,000 RSF in Lessee’s elevator bank. If Lessee elects to add space pursuant to this Section 28 which was to be used by Lessor to satisfy all or part of one or more of Lessee’s options under Section 27, (a) Lessee shall be deemed to have waived the part of the option or options in question (or all of an option or options, as the case may be) which Lessor intended to satisfy with such space, provided that, when the space is offered Lessee under this Section 28, Lessor shall have advised Lessee in writing as to the option or options (or part thereof) Lessor intended to satisfy with such space, and (b) such space shall be added to the leased premises on the terms applicable to option space under Section 27.
28.2 When Lessor first learns that office space with Lessee’s elevator bank is or will be available, Lessor shall promptly notify Lessee in writing of the fact and anticipated date of such availability. If Lessee is interested in such space and requests a proposal from Lessor, Lessor will notify Lessee in writing of the terms on which Lessor would be willing to lease such space. If Lessee does not request a proposal for such space, Lessor will not lease such space to any third party without first notifying Lessee in writing of the terms on which Lessor would be willing to lease such space. In either of such cases, Lessee shall then have ten (10) days after receipt of such a notice in which to elect in writing to lease the space in question on the offered terms, with the exceptions that i) Lessee shall in no event be obligated to lease such space for a term that extends beyond the expiration date then applicable to the balance of Lessee’s leased premises and ii) Lessee’s two five-year extension options shall apply to the Right of First offer/Right of First Refusal space in question. If Lessee fails to so elect within such deadline (or within the five (5) day deadline...
Right of First Offer Right of First Refusal. (a) If the Company or any Subsidiary shall desire to raise new capital by the issuance of any Indebtedness or equity interests (i) during the period commencing on the date of this Agreement and ending on the date that is one year after the last maturity date of any of the Notes or (ii) for so long as the Company is paying royalties to the Investor pursuant to the Royalty Payment Agreement (as defined in Section 2.1(b) hereof), then the Company or such Subsidiary shall notify the Investor thereof in writing (an “Offer Notice”) and the Investor shall, not later than five (5) Business Days after its receipt of such Offer Notice, present to the Company or such Subsidiary in writing the terms and conditions pursuant to which the Investor will purchase such Indebtedness or equity interests (the “Offer Proposal”). If the Company or such Subsidiary and the Investor are not able to agree on the terms of the issuance of such Indebtedness or equity interests within five (5) Business Days after the delivery of such Offer Proposal, the Company or such Subsidiary shall be permitted to negotiate with unaffiliated third parties for the issuance of such Indebtedness or equity securities. If the Company or such Subsidiary and the Investor are able to agree on the terms of the issuance of such Indebtedness or equity interests, then the Company or such Subsidiary and the Investor shall consummate such transaction within twenty (20) Business Days thereafter.
(b) If the Company or such Subsidiary has complied with the requirements set forth in Section 3.29(a), in the event that the Company or such Subsidiary and the Investor do not agree on the terms of the issuance of such Indebtedness or equity interests or the Investor elects not to make an Offer Proposal within the time period set forth in Section 3.29(a), the Company or such Subsidiary may, for a period ninety (90) days (the “Offer Period”), attempt to identify an unaffiliated third party to provide such new capital to the Company or such Subsidiary (a “Third Party Investor”); provided, however, that the terms and conditions offered to any Third Party Investor shall be no more favorable to the Third Party Investor than the terms set forth in the Offer Proposal. In the event that the Company or such Subsidiary identify a Third Party Investor during the Offer Period, the Company or such Subsidiary shall give to the Investor a written notice of the Company’s or such Subsidiary’s intention to enter into a transaction with a Th...
Right of First Offer Right of First Refusal. The Right of First Offer and Right of First Refusal set forth in Article 24 shall remain in full force and effect except that the Right of First Refusal Period is hereby extended until midnight on September 30, 2014.
Right of First Offer Right of First Refusal. (a) If the Issuer, from time to time, desires to issue and sell any of its preferred stock, the Issuer shall give the Purchaser twenty (20) days’ prior written notice thereof. The Purchaser shall then have the right and option, but not the obligation, by written notice to the Issuer to acquire up to an aggregate of 100,000,000 shares of such preferred stock for a purchase price of $.01 per share.
(b) Only after complying with Section 9(a), if the Issuer, from time to time, desires to issue and sell any of its preferred stock in a bona fide sale to a third-party, the Issuer shall first give the Purchaser twenty (20) days’ prior written notice thereof, including the material terms of such proposed transaction (the “ROFR Notice”). The Purchaser shall then have the right and option, but not the obligation, by written notice to the Issuer to acquire any or all of such preferred stock on the price and other terms set forth in the ROFR Notice. If the Purchaser declines to purchase any such preferred stock subject to a ROFR Notice, the Issuer may then sell such preferred stock on the terms set forth in the ROFR Notice within the following ninety (90) days.
Right of First Offer Right of First Refusal. During the Lease Term, (i) Tenant shall have a right of first offer to purchase the Property in accordance with Exhibit F, and (ii) Landlord shall have a right of first offer to purchase the Property in accordance with Exhibit I.
Right of First Offer Right of First Refusal. Tenant has a right of first offer and a right of first refusal to purchase the Building and the Land in accordance with Exhibit G.
Right of First Offer Right of First Refusal. In the event Landlord receives a bona fide offer to sell the Property, Tenant shall have a Right of First Refusal with respect to such offer as further defined in Exhibit “E” attached hereto.
Right of First Offer Right of First Refusal. 3
Section 2.1 Maintenance and Repair. 6 Section 2.2 Alterations, Replacements and Additions. 7
Section 3.1 Severable Property. 9 Section 3.2 Removal of Severable Property. 9 ARTICLE IV *
Right of First Offer Right of First Refusal. During the Lease Term, Tenant shall have a right of first offer and a right of first refusal to purchase the Premises in accordance with Exhibits F and F-1. Case 1:20-cv-00484-LO-TCB Document 157-4 Filed 09/19/20 Page 10 of 46 PageID# 5088 Case 1:20-cv-00484-LO-TCB Document 157-4 Filed 09/19/20 Page 11 of 46 PageID# 5089
Right of First Offer Right of First Refusal. Notwithstanding anything to the contrary in the Lease, Tenant hereby waives its rights under Article 43 of the Original Lease and Article 44 of the Original Lease with respect to the first lease of the Fourteenth Amendment Reduction Premises that Landlord enters into after the Fourteenth Amendment Execution Date (provided that, if such first lease includes only a portion of the Fourteenth Amendment Reduction Premises, then Tenant’s waiver shall continue to apply to the first lease(s) of the remaining portion(s) of the Fourteenth Amendment Reduction Premises that Landlord enters into after the Fourteenth Amendment Reduction Date).
