RIGHT OF FIRST OFFERING. 43.1 If before the last twelve (12) months of the Lease Term, the existing tenant(s) occupying space on any 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 space, and such block of space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of space that such block of space will become available, Landlord shall first offer the entire block of 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 acceptable to Landlord. Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of 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 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 default, beyond the applicable notice and cure periods, of any of the terms or conditions of this Lease at the time before the ...
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. 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. 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 to this provision and Tenant hereby waives all legal and equitable rights with respect hereto.
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. Provided that Lessee is not in default with any of the terms and conditions of the Lease, and in the event that Lessor elects to sell the Premises, Lessor shall notify, in writing, Lessee first that Lessor intends to sell the Premises. Lessee shall have fifteen (15) business days after receipt of such notice to submit an offer to purchase the Premises to Lessor. In the event that Lessor and Lessee do not reach an agreement on the purchase and sale of the Premises within thirty (30) days, or in the event that Lessee decides not to purchase the Premises, this Right of First Offering shall terminate. As further consideration for the contemplated improvements or modifications that Lessee shall make to the Premises, Lessor shall discount the proposed sales price to Lessee by five (5%) percent of the total consideration. This discount of five (5%) percent shall also apply to any unsolicited third party offers received by Lessor during the initial Lease term or any Option terms. The discount of five (5%) percent shall apply to a negotiated sales price of $2,000,000.00 or greater. If the sales price is less than $2,000,000.00; then, the price as offered to Lessee shall be the price at which Lessee may purchase the subject Property. If Lessee declines to exercise its Right of First Offering and the terms and conditions of the offer are modified by more than five percent (5%), or if there is a material change in any seller financing offered, or in the event that the sale is not consummated within 180 days of the date of the Notice of Sale, then Lessee's right of first offering shall reapply to said transaction.
RIGHT OF FIRST OFFERING. Tenant shall have an on going right of first offer throughout the primary Lease term for any relet space that comes available in 5108, 5103 and/or 5111 Pegasus Court. Landlord shall notify Tenant in writing when space becomes available and Tenant will have seven (7) business days to accept or decline the space. If Landlord does not receive written notice from Tenant of acceptance or declining then Landlord will assume Tenant has declined the offer. The rate for the expansion space shall be at fair market value for comparable industrial buildings in the Frederick sub-market by using the "three broker" method.
RIGHT OF FIRST OFFERING. (a) Provided that the Lessee is not in default under the term of this Lease Agreement and has not assigned or sublet all or any portion of the Leased Premises, excepting the sublease previously approved herein for Grafx, Lessor hereby grants to Lessee the right to lease approximately 10,000 square feet in the Building adjacent to the Leased Premises in accordance with the terms and conditions set forth in this section.
RIGHT OF FIRST OFFERING. Subject to existing Tenant's rights, Assignee shall have a continuing right of first offering to lease (at Assignee's option) all adjacent space on the sixth floor of the Building when such space becomes available for lease. Landlord shall provide written notice prior to offering for lease such vacant space or space that will become available. Assignee shall then have five (5) business days within which to accept such space and fifteen (15) days within which to enter into a signed amendment to lease. Landlord's notice will include the proposed rental terms for such space. Rental rate and other Landlord concessions contained in the offering will be consistent with those then offered on similar space in other Class A office buildings in the Westshore Business District. Assignee and Landlord acknowledge that the existing tenant(s) currently under lease on the sixth (6th) floor of the Building have renewal rights and Assignee's rights under this Right of First Offering shall be subject to those rights.
