Right of Offer. Effective at commencement of this Second Amendment and during the term of this Lease, Tenant shall have the right of offer to lease any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circu...
Right of Offer. (a) If Xxxxx GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Xxxxx GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Xxxxx GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Xxxxx GP or the HFC Group Member that it has either elected:
(i) not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or
(ii) to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4.
(b) If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Xxxxx GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Xxxxx GP or a HFC Group Member must be so acquired:
(i) within 12 months of the later to occur of (A) the date that Xxxxx GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and
(ii) on terms not materially more favorable to Xxxxx GP or the HFC Group Member than were offered to HEP. If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a).
(c) Section 2.3(a) shall not apply if Xxxxx GP or a HFC Group Member:
(i) becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or
(ii) desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Dir...
Right of Offer. Landlord hereby grants Tenant a right of offer (“Right Of Offer”) to lease the space shown on Exhibit A, currently known as Suite 152 (the “Expansion Space”), which shall be deemed to contain 5,293 square feet of rentable area for current purposes hereof, all on and subject to the following provisions; provided, this Right of Offer and Landlord’s obligation to provide a “Landlord Notice” shall be in effect commencing on the date that this Lease has been executed and delivered by both parties.
Right of Offer. Landlord hereby grants Tenant a right of offer ("Right Of Offer") to lease all rentable space on the 4th (fourth) floor of the Property that is not currently included in the Premises (collectively referred to herein as the "Expansion Space"), all on and subject to the following provisions; provided, this Right of Offer and Landlord's obligation to provide a "Landlord Notice" shall be in effect commencing on the Extension Date.
Right of Offer. Prior to the first Release Event, Davix Xxxxxxx shall not sell on the open market more than 37,500 shares of the Company's common stock in any period of five consecutive trading days (the "WEEKLY LIMIT") unless he has delivered to the Company, not later than 5:00 pm on the first trading day of a five-day trading period to which the Weekly Limit is applicable, a notice (the "WARNING NOTICE") of his intent to sell shares in excess of the Weekly Limit (the "EXCESS SHARES"). If 5 6 the Company notifies Davix Xxxxxxx xxx later than 5:00 pm on the first trading day after its receipt of the Warning Notice that it elects to exercise its rights under this Section 8(b), then Davix Xxxxxxx xxxll not sell any Excess Shares unless he has first notified the Company by 3:00 pm on the trading day immediately preceding the first trading day upon which Davix Xxxxxxx xxxends to sell any Excess Shares (the "SALE NOTICE"), and the Company has not offered to purchase all of the Excess Shares by 9:00 am on the next trading day following the date of the Sale Notice (a "COMPANY OFFER"). If the Company offers to purchase the Excess Shares by such time, then Davix Xxxxxxx xxx accept or reject the Company Offer in his discretion at any time during the applicable fivetrading-day period. If he rejects (or does not respond to) the Company Offer, he may not sell any Excess Shares without repeating the procedure set forth in this Section 8(b) with respect to a subsequent five-trading-day period. If he accepts the Company Offer, the Company shall purchase the Excess Shares to which the Warning Notice applied at a price per share equal to the average of the high and low sales prices price per share of the Company's common stock on the trading day on which he delivers his acceptance notice to the Company (the "ACCEPTANCE DAY"). Any purchase of Excess Shares by the Company under this Section 8(b) shall be consummated on the third trading day after the Acceptance Day by the Company's delivery to Davix Xxxxxxx xx a cashier's check or wire transfer for the full purchase price for the Excess Shares against delivery by Davix Xxxxxxx xx certificates representing the Excess Shares, duly endorsed for transfer to the Company. All times set forth in this Section 8(b) are California time. Notices under this Section 8(b) shall be delivered in accordance with Section 15(c); provided, however, that any such notice may be oral if followed by written confirmation (including by telecopy) delivered within one ...
Right of Offer. Section 7 of the License Agreement is hereby deleted in its entirety from the License Agreement. Schedule 7(b) attached to the License Agreement (titled "Comshare Competitors") is hereby deleted in its entirety.
Right of Offer. In the event Verity determines to further sublease -------------- suites 202, 203 or 204 of the Master Premises during the Term of this Sublease, Verity shall advise Teleworld of the terms and conditions on which Verity is willing to sublease such space. Within five (5) days of receipt of such information, Teleworld shall advise Verity in writing whether Teleworld desires to sublease such space on the terms and conditions delivered to Teleworld by Verity. In the event Teleworld elects to sublease, such space shall be added to this Sublease by execution of an appropriate addendum as soon as practical. In the event Teleworld fails to notify Verity in writing of its acceptance of the proposed terms and conditions within such five (5) days, then Verity shall be free to sublease such space to third parties on terms and conditions acceptable to Verity, in its sole discretion, which terms and conditions may be different from those previously communicated to Teleworld. The right of offer granted to Teleworld in this Paragraph 10 shall be subject to any prior rights of first offer, rights of first refusal or similar rights granted by Verity to any other subtenant of the Master Premises as of the Effective Date.
Right of Offer. If at any time while this Warrant is outstanding the Holder should desire to transfer this Warrant (but not, for the avoidance of doubt, the Warrant Shares) to a non-affiliated Person, the Holder shall so notify the Company. If the Company wishes to offer to purchase this Warrant for cash, it shall in good faith determine the current fair value of this Warrant and shall so notify the Holder within five Business Days after the Holder’s notice of intent to transfer is received by the Company. In this regard, the Company shall use a Black-Scholes valuation model with (i) a six-month trailing realized volatility, (ii) a maturity-matched U.S. Treasury curve risk-free interest rate, (iii) the actual remaining term on this Warrant and (iv) the 15-day volume weighted average price for the current price (for the 15 trading days preceding the date that the Holder’s notice of intent to transfer is received by the Company). The Holder may, at its option and in its sole discretion, accept the Company’s offer within five Business Days after the Holder’s receipt of such offer.
Right of Offer. Tenant shall have a Right of Offer as defined on the attached Exhibit E.
Right of Offer. Avista shall have the right to participate in and to make purchase offers pursuant to any process conducted by Seller or an Affiliate of Seller for the sale of the Facility or of Seller. Prior to the commencement of any such sale process, Seller shall notify Avista in writing regarding the date such sale process will commence and the method by which bidders, including Avista if Avista wishes to participate, may respond. Avista acknowledges that this provision shall be of no effect on a sale of the Facility or of Seller occurring after and as a result of a foreclosure by a Facility Lender.
