Right of First Offer to Purchase - Building Sample Clauses

Right of First Offer to Purchase - Building. Provided that no Default has occurred and is then continuing, Landlord hereby grants to Tenant a right of first offer (the "Building Purchase Offer") to purchase the Building, subject to the terms and conditions set forth herein.
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Right of First Offer to Purchase - Building. A. Provided that the Conditions are met, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of its intent to sell the Building, before marketing the Building for sale or entering into a purchase and sale agreement with an unrelated third party for the Building. Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions to purchase the Building within such fifteen (15) day period, such failure shall be conclusively deemed a waiver of Tenant’s right to purchase the Building, whereupon Tenant shall have no further rights with respect to purchasing the Building pursuant to this Section 5 and Landlord shall be free to sell the Building to a third party. In the event Tenant fails to notify Landlord of its acceptance within said five (5) business day period, such failure shall be conclusively deemed a waiver of Tenant’s right of first offer and a rejection of the Building, whereupon Tenant shall have no further rights with respect to the Building and Landlord shall be free to sell the Building to a third party. In the event Tenant agrees to purchase the Building on the terms and conditions specified in the Landlord’s Notice, Tenant and Landlord shall enter into a mutually satisfactory purchase and sale agreement within thirty (30) days of receipt of Landlord’s Notice.
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Right of First Offer to Purchase - Building. (a) At any time during the Base Term, as extended hereby, Sublessor desires to sell the Building to any third-party (a “Proposed Sale”), then Sublessor shall give Sublessee written notice (“Offer Notice”) of the proposed selling price which Sublessor intends to offer and accept (the “Proposed Sale Price”), together with any other material terms or conditions that Sublessor intends to give or require in connection with such Proposed Sale (collectively, the “Proposed Sale Terms”) and, Sublessor shall offer to sell to Sublessee the Building for the Proposed Sale Price and on the Proposed Sale Terms, as may be applicable.
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Right of First Offer to Purchase - Building. 18.01 (a) Provided that (i) this Lease shall not have been terminated, (ii) Tenant shall not be in monetary default under this Lease or in non-monetary default under this Lease beyond applicable notice and grace periods, (iii) Charles Schwab & Co., Inc., or an assignee of this Lease permitted bx Xxxxxox 0.00, or its Affiliate is the Tenant under this Lease and (iv) Charles Schwab & Co., Inc., or an assignee of this Lease permitted bx Xxxxxox 0.00 or its Affiliate shall lease and Occupy more than 50% of the RSF in the Building, if Landlord shall desire to sell the Building on a stand-alone basis (other than to any Affiliate of Landlord or to any person, firm or entity having a direct or indirect interest in Landlord or any Affiliate of any such person, firm or entity), Landlord shall give a notice to Tenant (the "Offering Notice"), which notice shall set forth Landlord's determination of the price and other material terms upon which Landlord is prepared to sell the Building. The granting of any mortgages, ground leases entered into as part of a sale/leaseback financing device or other security instruments, easements, rights of way and/or similar encumbrances affecting the Building shall not require the giving of any such Offering Notice. The sale or other transfer of any direct or indirect interest in Landlord shall not require the giving of any Offering Notice. Tenant agrees that if Landlord desires to sell the Building to a third party together with any other material (i.e., having a value equal to $1,000,000 or more) of Landlord or any Affiliate of Landlord or any person, firm or entity having a direct or indirect interest in Landlord or any Affiliate of any such person, firm or entity, then Landlord shall not be required to give an Offering Notice to Tenant with respect to such sale and if Landlord sells the Building to any third party together with any such other asset such third party purchaser shall not be subject to Tenant's rights under this Article 18 and all of Tenant's rights under this Article 18 shall be null and void and of no further force and effect. Tenant agrees that the holder (which holder is not Landlord or any Affiliate of Landlord) of any such mortgage, ground lease or other security instrument affecting the Building ("Lender") shall have the right to foreclose upon the Building or otherwise accept a deed in lieu of foreclosure with respect thereto free of all rights of Tenant under this Article 18 and following the transfer of title...
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Right of First Offer to Purchase - Building 
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Related to Right of First Offer to Purchase - Building

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • 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 Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

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