Right of First Refusal (Purchase) Sample Clauses

Right of First Refusal (Purchase). In the event that the Lessor receives an offer from a bona fide third-party to purchase the Property, prior to accepting the offer, the Lessor shall grant the Tenant the right to purchase the Property on the same terms as those offered by the third party. The Tenant will have not less than thirty (30) days to exercise the Right of First Refusal. Should Tenant exercise such Right of First Refusal, Tenant and Landlord shall enter into a purchase and sale agreement based on the terms of the bona fide third-party offer. If the Tenant does not elect to purchase the Property, the Lessor will have a period of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender for the transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closing.
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Right of First Refusal (Purchase). (hereinafter referred to as the "Existing Facilities") and any correctional or detention facility which is acquired or developed in the future, and owned, by CCA or any of its Affiliates (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereof. If, following the date hereof, CCA shall receive a bona fide third party offer to Transfer any Existing Facilities or Future Facilities, then, prior to accepting such third party offer, CCA shall send written notice and a copy thereof to the Company ("CCA's Sale Notice"). The Company shall have ninety (90) days after receipt of CCA's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA written notice thereof. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCA's Sale Notice, and otherwise consistent in all material respects with the terms and conditions set forth in CCA's Sale Notice. The Company's Purchase Refusal Right shall revive in the event that CCA fails to Transfer the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and subject to all time periods and other limitations as provided in CCA's Sale Notice (provided, however, the Company shall in all events have not less than ninety (90) days to close its acquisition of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCA.
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Right of First Refusal (Purchase). (a) Lessee shall have a right of first refusal under this Section 2.15 with respect to the arm's length, bona fide sale of the Project or any portion thereof or any interest therein (a "Sale") by Ground Lessor or Ground Lessor's successor-in-title (by virtue of any transaction other than a Sale) to the Project or any portion thereof or any interest therein (Ground Lessor or such successor being hereinafter referred to as "Offeror").
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Right of First Refusal (Purchase). Landlord agrees that in the event it receives an offer (the "Purchase Offer") to purchase Building C at any time during the term of this Lease, which the Landlord intends to accept, or which the Landlord does accept, then the Landlord shall give notice of such Purchase Offer, in the manner hereafter provided, to the Tenant and shall submit with the notice a copy of such Purchase Offer. The Purchase Offer must contain all of the essential terms of sale sufficient to create a legally binding sale contract. At the same time, the Landlord shall submit to the Tenant an offer in the form of a purchase agreement (the "Tenant Agreement") signed by the Landlord, as seller, and showing the Tenant, as buyer, and containing the same terms, conditions and purchase price as the Purchase Offer. (The notice of sale, the Purchase Offer, and the Tenant Agreement are herein collectively referred to as the "Sale Notice".)
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Right of First Refusal (Purchase). Landlord hereby grants Tenant a right of first refusal to purchase the Building in accordance with Exhibit G attached hereto.
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Right of First Refusal (Purchase). The Company shall have a right of first refusal to purchase (hereinafter referred to as the "Purchase Refusal Right") any correctional or detention facility which is acquired or developed, and owned, by CMSC or any of its Affiliates (as defined herein) in the future (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereof. If, following the date hereof, CMSC shall receive a bona fide third party offer to Transfer(as hereinafter defined) any Future Facilities, then, prior to accepting such third party offer, CMSC shall send written notice and a copy thereof to the Company ("CMSC's Sale Notice"). The Company shall have ninety (90) days after receipt of CMSC's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CMSC written notice thereof. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CMSC may Transfer (as hereinafter defined) such Future Facility provided, however, that the Transfer (as hereinafter defined) of the Future Facility is at a price equal to or greater than the price contained in CMSC's Sale Notice, and otherwise consistent in all material respects with the terms and conditions set forth in CMSC's Sale
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Related to Right of First Refusal (Purchase)

  • 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 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.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the premises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Right of First Offer to Purchase Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

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