RIGHT OF FIRST OFFERING. 65.1 If before the last twelve (12) months of the Lease Term, the existing tenant(s) occupying space contiguous to the Demised Premises on the Third (3rd) floor of the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement or (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of contiguous space, and such block of contiguous space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of contiguous space that such block of space will become available, Landlord shall first offer the entire block of contiguous space to Tenant in writing at the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other terms and conditions as are reasonably acceptable to Landlord. Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of contiguous space, time being of the essence. If Tenant fails to accept Landlord's offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space. In the event Tenant accepts Landlord's offer for the entire block of contiguous space within the time specified, Tenant agrees to accept the space in its "as is" condition at the time the previous occupant vacates and shall be obligated for the payment of base annual rent and additional rent from the date following the day such space is vacated, regardless of any time required to construct, alter or redecorate the space to Tenant's requirements. Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's use. This right of first offering shall not apply to any block of space which is offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in def...
RIGHT OF FIRST OFFERING. After the Lockout Period, in case any Original Shareholder wishes to Transfer to a third party part or all of his shares, such Original Shareholder must offer them to Xxxxxx, by sending a notice to Xxxxxx (“Notice of Transfer”), specifying the (i) total amount of Shares of its ownership it intends to Transfer (“First Offering Shares”), as well as (ii) the unit and total price of the First Offer Shares, as well as all other additional terms and/or conditions of the Transfer (“Right of first offering”).
9.1.1. Within 30 (thirty) days from the date of receipt of the Notice of Transfer, Xxxxxx shall notify the Original Shareholder in writing, informing if it accepts to acquire the totality, but no less than the totality of the First Offer Shares, under the terms and conditions established in the Notice of Transfer (“Notice of Acceptance”). Xxxxxx’x omission in sending the Notice of Acceptance will be interpreted as a waiver of the Right of first offering.
9.1.2. In case Xxxxxx resigns, expressly or implicitly, to the exercise of the Right of first offering, the Original Shareholder can carry out the Transfer of Shares object of the First Offer to any third party (“Interested Third Party”) provided that (a) the Transfer to the Interested Third Party is contracted within a term of 180 (one hundred and eighty) days as of the deadline established in Clause 9.1.1 above; and (b) the Transfer is carried out under the conditions offered to Xxxxxx under the terms of the Notice of Transfer or less favorable to the Interested Third Party. The Interested Third Party which effectively acquires the Shares object of the First Offering will automatically assume all the rights and obligations of the Original Shareholder according to this Agreement, under the terms of Clause 7.5 above. Any Transfer in disagreement to the clauses herein will be considered invalid and ineffective, being prohibited the entry in any book of any Transfer carried out without observance of this Agreement, also being forbidden to make these entries in the corresponding corporate books by the respective administrators and the relevant corporation (or trustee institution of its shares).
9.1.3. Assuming that the term of 180 (one hundred and eighty) calendar days established by Clause 9.1.2 above has elapsed, without contracting of the Transfer in the form and on the occasion hereby established, and in case there is still the intention of Transferring the Shares object of the First Offer (not by sale in th...
RIGHT OF FIRST OFFERING. A. From and after the first (lst) anniversary of the Additional Premises Commencement Date, Tenant shall have the following option for the demise of (i) the entirety of that certain portion of the twenty-third (23rd) floor ("R/O PORTION 23") of the building, as delineated on the rental plan annexed hereto as Exhibit "All and made a part hereof, and (ii) the entirety of that certain portion of the twenty-fourth (24th) floor ("R/O PORTION 24") of the Building, as delineated on the rental plan annexed hereto as Exhibit "B" and made a part hereof (the R/O Portion 23 and the R/O Portion 24 shall hereinafter be referred to collectively and individually as the "R/O PREMISES").
B. In the event that Landlord shall make the offer contemplated by Paragraph A hereof and Tenant shall accept such offer in the manner provided therein, the R/O Premises to which such offer and acceptance relates, shall be added to and included in the demised premises effective upon the later of (1) the date the R/O Premises becomes available for Tenant's occupancy, or (2) the date Tenant's notice accepting such offer of R/O Premises is given. (The effective date of the inclusion of the R/O Premises in the demised premises pursuant to this Article 21 is hereinafter referred to as the "INCLUSION DATE"). Promptly after the inclusion of the R/O Premises in the demised premises, Landlord and Tenant shall enter into a recordable supplementary agreement with respect thereto.
C. Effective as of the Inclusion Date:
1. the fixed annual rent payable hereunder shall be increased by the product obtained by multiplying the square foot area of R/O Portion 23 as reasonably determined by Landlord (the "R/O PORTION AREA") in the case of R/O Portion 23, and 7,656, in the case of R/O Portion 24, by the higher of (a) an amount equal to twelve (12) times the monthly installment of fixed annual rent for the month preceding the month in which the Inclusion Date occurs determined on a per rentable square foot basis (including the value of electric service pursuant to Article 46 of the Lease), or (b) the amount on a per rentable square foot basis as determined in accordance with Paragraph C of Article 22 hereof, except the term "Determination Date" shall be the date of receipt by Tenant of Landlord's Notice; the term "R/O Premises" shall be inserted in lieu of the term "demised premises", the phrase "from and after the Inclusion Date" shall be inserted in lieu of the phrase "for the Additional Extension Term"; and ...
RIGHT OF FIRST OFFERING. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing to notify or advise Tenant of the availability of any space pursuant this provision. Furthermore, Landlord, hall have no obligation to offer any such space to Tenant in the event Landlord itself intends to occupy any such space becoming available.
RIGHT OF FIRST OFFERING. 44.1. For purposes of this Lease, the term "First Offering Space" shall mean each rentable portion of the Building other than the demised premises.
RIGHT OF FIRST OFFERING. 38 ARTICLE 30. TENANT'S OPTION TO PURCHASE..................................... 39 ARTICLE 31. TENANT'S REFURBISHING ALLOWANCE; REFURBISHING BY LANDLORD............................... 42 Attachments: Exhibit A - Floor Plans of Premises Exhibit B - Leasehold Improvements Exhibit C - Declaration of Commencement Date Exhibit D - Plans and Specifications Exhibit E - Holidays Exhibit F - Cleaning Specifications Exhibit G - Rules and Regulations Exhibit H - Non-Disturbance Agreement Exhibit I - Tenant's Letter of Credit Exhibit J - Landlord's Letter of Credit Exhibit K - Purchase Option Letter of Credit Schedule I - Legal descripton of the Land
RIGHT OF FIRST OFFERING. In the event that Landlord leases any space contiguous to the Demised Premises containing at least 30,000 square feet after the Commencement Date of the Lease to another tenant and then such space becomes or is reasonably anticipated by Landlord to become vacant during the Term, Landlord shall notify Tenant in writing of the availability of such space. Provided that an Event of Default does not exist under this Lease, Tenant shall have the right of first offer to lease such space in its entirety ("Expansion Space"). Tenant shall have a period of ten (10) days to exercise its right of first offer by giving written notice of its acceptance of such offer to Landlord within said ten (10) day period. Tenant's failure to exercise its right of first offer within said ten (10) day period as to the Expansion Space shall extinguish Tenant's right to of first offer with regard to such space and Landlord shall have the right to lease such space to any party or parties and upon any terms and conditions which Landlord desires, in its sole discretion.
RIGHT OF FIRST OFFERING. Tenant shall be granted the Right of First Offering on any vacant space that becomes available throughout the term of this Lease in building number 204. Landlord shall use best efforts to notify Tenant of the availability of vacant space in building 204 when Landlord becomes aware of said space. Tenant shall have seven (7) business days in which to exercise their right of first offering. In the event Tenant exercises said right, the lease on the additional space shall commence within thirty (30) days from the date Tenant exercised their right of first offering. Lease terms shall be negotiated at the time the additional space is requested by Tenant.
RIGHT OF FIRST OFFERING. 46.01. For purposes of this Lease, the term "First Offering Space" shall mean the remainder of the rentable area on the ninth (9th) floor of the Building other than the demised premises except that the portion thereof which is currently vacant shall not constitute First Offering Space until after such space shall have been initially leased. For purposes hereof, the First Offering Space shall be deemed to contain 13,174 rentable square feet.
RIGHT OF FIRST OFFERING. During the Term of this Lease, when Landlord has a prospective tenant ("Prospect") interested in leasing any space on floors 11 through 24 inclusive, of the Building, Landlord shall advise Tenant in the manner set forth in Exhibit "P" attached hereto ("Advice") of such interest to lease such space, and Tenant may lease ("Right of First Offering" [ROFO]) the space shown in the Advice ("Offering Space"), in its entirety only, under the terms of the Advice, except that Tenant shall have no right and Landlord need not give the Advice, if:
