RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES Sample Clauses

RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES x. Xxxxx Landlord grants Tenant a right of first refusal to purchase the premises pursuant to this section.
Sample 1
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RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Notwithstanding any provision of this Fuel Service and Truck Stop Operating Agreement or that certain Convenience Store and Restaurant Sub-Lease (the "Lease") between Operator and Establishment Licensee of even date herewith to the contrary, Establishment Licensee irrevocably assigns to Operator any and all of Establishment Licensee's rights of first refusal to purchase the premises in accordance with Article XVI, Sections 16.1, 16.2 and 16.3 of that certain Lease Agreement between S. W. Day and T. Xxx Xxxxxxxx; and River Port Truck Stop, Inc., dated January 17, 1997 and that certain Assignment and Assumption of Lease from River Port Truck Stop, Inc. to River Port Truck Stop, L.L.C., dated May 19, 1998 (collectively referred to as the "Base Lease"). It is the parties' intention that this right of first refusal to Operator shall survive the terms and conditions of this Fuel Service and Truck Stop Operating Agreement and the Lease. This Operating Agreement is made and signed in multiple originals, with the Effective Date as defined above.
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Landlord, on behalf of itself, its successors, assigns, and any subsequent owner or holder of any interest in the Premises, hereby grants to Tenant the exclusive and irrevocable right and option (the “Right of First Refusal”) to purchase the Premises at the same price and upon the same terms, provisions and conditions as shall be contained in any written bona fide offer for the purchase thereof which Landlord shall at any time during the Term of this Lease, or any extension thereof, be ready and willing to accept (“Offer”), the parties agreeing that the term “Offer” includes, but is not limited to, the sale of a controlling interest in any entity that owns all or any part of or any interest in the Premises and/or any rights and interests appurtenant thereto. Landlord shall give Tenant written notice (to Tenant at Tenant’s address set forth in this Lease and by the method required by the terms of this Lease) and a complete copy of such bona fide offer, which includes all of the documentation, terms, provisions and conditions therein contained. Landlord agrees to notify Tenant in writing immediately upon placing the Premises on the market (with or without a broker) (“Notice of Intention to Sell”) and, provided Landlord has done so in a timely manner, Tenant shall have ten (10) business days from and after the receipt of notice from Landlord of the Offer, in which to exercise such right, which Tenant shall do, if at all, by giving written notice to Landlord (to Landlord at Landlord’s address set forth in this Lease and by the method required by the terms of this Lease). If Landlord fails to provide Tenant with the Notice of Intention to Sell as set forth above, Tenant shall have thirty (30) days from and after the receipt of the Offer in which to exercise its Right of First Refusal, which Tenant shall do, if at all, by giving written notice to Landlord (to Landlord at Landlord’s address set forth in this Lease and by the method required by the terms of this Lease). One or more waiver(s) of Tenant’s right to purchase the Premises under the terms of any such Offer shall not constitute a waiver of Tenant’s right to receive notice and an opportunity to purchase the Premises under this paragraph if the terms of such Offer should thereafter be altered in any manner whatsoever and/or with respect to any subsequent bona fide offer to Landlord, its successors and assigns, during the remaining Term of this Lease. In the event Tenant fails (or elects not) to exercise it...
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. If at any time during the term of this Lease, the Landlord receives (1) a bona fide offer from any person to purchase the Jackxxx Xxxlding or any portion thereof, which the Landlord intends to accept, or (2) a bona fide offer from any person to purchase as a package the Jackxxx Xxxlding and the Penn-Sixth-Liberty Garage Building, which the Landlord intends to accept, the Landlord will send the Tenant a copy of the proposed contract and will notify the Tenant of the intention of the Landlord to accept it. The Tenant will have the right, within thirty (30) days after the delivery of that notice, to accept the terms of the said contract in its own name or in the name of a nominee, for the gross purchase price and under the terms
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Notwithstanding any provision of this Lease or that certain Fuel Service and Truck Stop Operating Agreement between Lessee and Lessor of even date herewith to the contrary, Lessor irrevocably assigns to Lessee any and all of Lessor's rights of first refusal to purchase the premises in accordance with Article XVI, Sections 16.1, 16.2 and 16.3 of that certain Lease Agreement between S.W. Day and T. Xxx Xxxxxxxx; and River Port Tuck Stop, Inc., dated January 17, 1997 and that certain Assignment and Assumption of Lease from River Port Truck Stop, Inc. to River Port Truck Stop, L.L.C. dated May 19, 1998 (collectively referred to as the "Base Lease"). It is the parties' intention that this right of first refusal to Lessee shall survive the terms and conditions of this Lease and that certain Fuel Service and Truck Stop Operating Agreement. This Lease is made and signed in multiple originals, with the Effective Date as defined above.
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Provided Tenant is not in default under the terms of this Lease, Tenant shall have the right of first refusal to purchase the ground leasehold interest and improvements in the Premises. If the Landlord shall receive an unsolicited offer for the purchase of the ground leasehold interest in the Premises which Landlord shall desire to accept (any such offer may include a letter of intent which has not been fully negotiated, the “Offer”), the Landlord shall deliver to the Tenant a notice setting forth the asking price, terms and conditions and proposed purchase agreement (“Sale Terms”). Tenant shall have a period of thirty (30) days from receipt of the Sale Terms in which to deliver to Landlord a signed purchase agreement to purchase the ground leasehold interest in the Premises upon the Sale Terms and the parties shall proceed to closing within ninety (90) days thereafter. If the Tenant fails to deliver the signed purchase agreement within thirty (30) days of receipt of the Sale Terms, the Tenant’s right of first offer shall automatically be terminated. Notwithstanding, if the transfer to an =elated third party who made such unsolicited offer doesn’t close within six (6) months after Xxxxxx’s right of first refusal terminates, then, Xxxxxx’s right of first refusal shall be restored. This right of first refusal shall not apply to a mortgagee or purchaser in foreclosure or subsequent sale by such mortgagee.
Sample 1

Related to RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES

  • Right of First Offer to Purchase 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

  • 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 Offer In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

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