Right of Offer Sample Clauses
Right of Offer. (a) Provided that no Lease Event of Default has occurred and is continuing, Lessee shall have a right of first offer as described in this Article 4 with respect to (i) any sale of the Property, or (ii) any sale that would result in Zurich Structured Finance, Inc. or its Affiliates ceasing to own, directly or indirectly, at least a 50% interest in Lessor and in the profits and losses of Lessor. If Lessor or any party that owns an interest, directly or indirectly, in Lessor (the “Offeror”), intends to offer for sale the Property or any of the above described interests to any party (other than to an Affiliate of such Offeror, or in connection with a Portfolio Sale) the Offeror shall deliver to Lessee a notice (constituting an offer) stating the sales price and all other material terms for the sale of the Property or interest that the Offeror would accept (the “First Offer”). Lessee shall have ninety (90) days from its receipt of the First Offer to accept the First Offer. For purposes hereof, the ninety day period, is referred to as the “Applicable Period”. A First Offer may be accepted by Lessee or its designee. The Offeror shall not be permitted to revoke the First Offer during the Applicable Period, but the Applicable Period shall be deemed to be terminated during the Applicable Period if Offeror and Lessee or its designee enter into a purchase agreement on terms different than those contained in the First Offer. The First Offer may be rejected by Lessee or its designee at any time. If Lessee or its designee desires to accept the First Offer for the Property, Lessee or its designee must accept the First Offer within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the Property by the date which is thirty (30) days after the earlier of (x) the expiration of the Applicable Period or (y) twenty (20) days after Lessee has irrevocably accepted the First Offer. The purchase agreement for the sale of the Property shall provide for a closing on the terms set forth in the First Offer. If Lessee or its designee desires to accept the First Offer for any interest other than the sale of the Property, Lessee or its designee must accept the First Offer within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the interest by the date which is thirty (30) days after the earlier of (1) the expiration of the Applicable Period or (2) twenty (20) days after Les...
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. (a) Provided that no Lease Event of Default has occurred and is continuing, Lessee shall have a right of first offer as described in this Article 4 with respect to (i) any sale of the Property, or (ii) any sale that would result in Zurich Structured Finance, Inc. or its Affiliates ceasing to own, directly or indirectly, at least a 50% interest in Lessor and in the profits and losses of Lessor. If Lessor or any party that owns an interest, directly or indirectly, in Lessor (the "Offeror"), intends to offer for sale the Property or any of the above described interests to any party (other than to an Affiliate of such Offeror, or in connection with a Portfolio Sale) the Offeror shall deliver to Lessee a notice (constituting an offer) stating the sales price and all other material terms for the sale of the Property or interest that the Offeror would accept (the "First Offer"). Lessee shall have ninety (90) days from its receipt of the First Offer to accept the First Offer. For purposes hereof, the ninety day period, is referred to as the "Applicable Period". A First Offer may be accepted by Lessee or its designee. The Offeror shall not be permitted to revoke the First Offer during the Applicable Period, but the Applicable Period shall be deemed to be terminated during the Applicable Period if Offeror and Lessee or its designee enter into a purchase agreement on terms different than those contained in the First Offer. The First Offer may be rejected by Lessee or its designee at any time. If Lessee or its designee desires to accept the First Offer for the Property, Lessee or its designee must accept the First Offer within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the Property by the date which is thirty (30) days after the earlier of (x) the expiration of the Applicable Period or (y) twenty (20) days after Lessee has irrevocably accepted the First Offer. The purchase agreement for the sale of the Property shall provide for a closing on the terms set forth in the First Offer. If Lessee or its designee desires to accept the First Offer for any interest other than the sale of the Property, Lessee or its designee must accept the First Offer within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the interest by the date which is thirty (30) days after the earlier of (1) the expiration of the Applicable Period or (2) twenty (20) days after Les...
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.
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. Tenant shall have a Right of Offer as defined on the attached Exhibit E.
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. 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.