Right of Second Refusal Sample Clauses

Right of Second Refusal. (i) In the event that the LLC does not elect to purchase all of the Transfer Securities available pursuant to it under Section 11.01(b) within the period set forth therein, the Transferring Member shall give a written notice to the Preferred Members (the “Second Notice”) that shall set forth the Transfer Securities not purchased by the LLC and that shall include the terms of the Notice set forth in Section 11.01(a). For a period of ten (10) days beginning upon the receipt of the Second Notice, the Preferred Members shall have the right to purchase their pro rata share (as determined pursuant to Section 11.01(c)(ii)) of the Transfer Securities subject to the Second Notice on the same terms (including the price) and conditions as set forth therein. (ii) The pro rata share of each Preferred Member shall be equal to the product obtained by multiplying (x) the aggregate number of Transfer Securities covered by the Second Notice and (y) a fraction, the numerator of which is the number of Shares held by such Preferred Member at the time of the Transfer, calculated on an as-converted to Common Share basis, and the denominator of which is the total number of Shares held by all of such Preferred Members at the time of the Transfer, calculated on an as-converted to Common Share basis. (iii) In the event that not all of the Preferred Members elect to purchase their full pro rata share (as determined pursuant to Section 11.01(c)(ii)) of the Transfer Securities available pursuant to their rights under Section 11.01(c)(i) within the time period set forth therein, then the Transferring Member shall promptly give written notice (the “Oversubscription Notice”) to each of the Preferred Members who has so elected to exercise its full pro rata share of the Transfer Securities available pursuant to their rights under Section 11.01(c)(i) (the “Participating Members”) which Oversubscription Notice shall set forth the Transfer Securities not purchased by the Preferred Members, and shall offer such Participating Members the right to acquire such unsubscribed Transfer Securities. Each Participating Member shall have ten (10) days after receipt of the Oversubscription Notice (the “Oversubscription Period”) to notify the Transferring Member of its election to purchase all or any portion of the unsubscribed Transfer Securities on the same terms and conditions as set forth in the Second Notice. If the Participating Members elect to purchase more than the total number of unsubscribed Tra...

Right of Second Refusal. (i) In the event that the LLC does not elect to purchase all of the Transfer Securities available pursuant to its rights under Section 12.01(b) within the period set forth therein, the LLC shall promptly give a written notice to the Transferring Member and the Investors (the “Second Notice”) that shall set forth the Transfer Securities subject to a Notice not purchased by the LLC and that shall include the terms of the Notice set forth in Section 12.01(a). Each Investor shall then have the right, exercisable upon written notice to the applicable Transferring Member within ten (10) days after the receipt of the Second Notice, to purchase such Investor’s pro rata share (as determined pursuant to Section 12.01(c)(ii)) of the Transfer Securities subject to the Second Notice on the same material terms (including the price) and conditions as set forth therein. (ii) The pro rata share of each Investor shall be equal to the product obtained by multiplying (x) the aggregate number of Transfer Securities covered by the Second Notice and (y) a fraction, the numerator of which is the number of Investor Shares (as hereinafter defined) held by such Investor at the time of the Transfer and the denominator of which is the total number of Investor Shares held by all Investors at the time of the Transfer. “Investor Shares” means the Common Shares issued or issuable upon conversion of the Preferred Shares.

Right of Second Refusal. Landlord hereby grants to Tenant the right of second refusal to lease the space in the Building shown on Exhibit “A” (“Expansion Space”). The Expansion Space is subject to and subordinate to a first right of refusal of another tenant in the Project. If Landlord receives a bona fide offer to lease the Expansion Space and which Landlord is willing to accept (“Bona Fide Offer”), then Landlord shall deliver a notice setting forth the terms of the Bona Fide Offer to Tenant. Tenant shall then have five (5) days from receipt of the Bona Fide Offer to provide Landlord with written notice that Tenant elects to exercise its right of refusal to lease the Expansion Space described in the Bona Fide Offer on the same terms as set forth in the Bona Fide Offer, including, but not limited to, triple net rent, operating and management expenses, and tenant improvement allowance. Landlord shall give a concurrent notice to the holder of the first right of refusal. If the holder of the first right of refusal elects not to lease the Expansion Space, Landlord and Tenant shall amend this Lease as to the additional square footage to conform it to the economic terms and conditions of the Bona Fide Offer in the event that the right of refusal by Tenant is exercised. If Tenant does not elect to exercise its right of refusal with respect to the space described in the Bona Fide Offer, Tenant’s right of refusal with respect to such space only shall terminate if Landlord does enter into a lease with the proposed tenant within six (6) months of the date the Bona Fide Offer is delivered to Tenant, provided that the lease is on the same terms or similar terms (i.e., the economic terms are not varied by more than ten percent (10%)) as the Bona Fide Offer. If Landlord does not enter into a lease with the proposed tenant within six (6) months after the date the Bona Fide Offer is delivered to Tenant or if the lease which is entered into terminates prior to the expiration of the term of this Lease, Landlord shall provide the right of refusal in accordance with the provisions of this section to Tenant with respect to the space which had been subject to the terminated lease or has not been leased within six (6) months. If Tenant subleases or assigns this Lease or any interest in the Premises without Landlord’s written consent, the right of refusal set forth in this Section 2.7 shall lapse.

Right of Second Refusal. Subject to the rights of Hawaii Pacific Engineers Inc. to rent the Area (hereafter defined), during the term of this Lease, Landlord shall not rent the area shown in Exhibit "A" attached hereto (the "Area"), containing a rentable area of approximately 706 square feet to any person or entity until Landlord shall have (i) offered (in writing) to rent the Area to Tenant upon the same terms, rent and conditions that Landlord would rent the Area to any other person or entity, and (ii) allowed Tenant seven (7) days after receipt of said offer to accept such offer in writing. If Tenant does not accept Landlord's offer by delivering a written acceptance to Landlord within said seven (7) days period, then Landlord may rent the Area to any other person or entity upon those terms, rent and conditions which were offered to Tenant. Should the terms, rent or conditions of such lease be changed, the Area shall again be offered to Tenant upon the revised terms, rent or conditions and Tenant shall be allowed seven (7) days after receipt of such revised offer within which to accept such revised offer in writing. Notwithstanding any term contained herein to the contrary, Tenant's rights under this Section 42 shall terminate upon the expiration of the term of this Lease.

Right of Second Refusal. Provided Tenant is not in default and has performed all of its obligations hereunder, Tenant shall for a period of 36 months beginning on the Actual Commencement Date have the Right of Second Refusal to lease additional space on the second floor of the Building as shown on the attached Exhibit B-1. Tenant acknowledges that Landlord has granted a Right of First Refusal to X.X. Xxxxxx Associates, Inc. ("Xxxxxx"), that Tenant's Right of Second Refusal is subject to Xxxxxx'x Right of First Refusal, and that Tenant's Right of Second Refusal expires 36 months following the Actual Commencement Date. Following the expiration of Tenant's Right of Second Refusal, Tenant acknowledges that Bindley Western Industries, Inc. ("Bindley") shall have the Right of Second Refusal to lease this space, that Tenant shall then have a Right of Third Refusal to lease this space, and that Tenant's right of third refusal shall as a result be subject to Xxxxxx'x Right of First Refusal and Bindley's Right of Second Refusal for remaining term of Tenant's lease.

Right of Second Refusal. Lessee shall have a right of second refusal on any adjacent space and shall have a right of second refusal to purchase the property.

Right of Second Refusal. The Master Affiliate shall have the right of ----------------------- second refusal with respect to the region of Taiwan, it being acknowledged, understood and agreed that M4C previously granted a right of first refusal to Taiwan to a third party. The Master Affiliate shall have the right to match, or out bid, any offer given to M4C with respect to Taiwan. The parties shall mutually agree to the procedure by which such right will be exercised.

Right of Second Refusal. For a period of six (6) months commencing on the Closing Date, the Company may not enter into any transaction to sell or otherwise dispose of equity or equity equivalent securities in any private placement (a "Transaction") unless the Company first provides a written notice to each Purchaser describing the terms of such

Right of Second Refusal. Subject to an existing right of first refusal and provided the Tenant is not and has not been in material default of this Lease, the Landlord hereby grants to the Tenant a one-time, non-assignable right of second refusal to lease, during the Term or any extension thereof, the adjacent office space, identified as Suite 802, being approximately 2,159 square feet, as outlined in green on the floor plan attached hereto as Schedule “B” (the “Second Refusal Space”) (also known as the “Temporary Premises” in this Lease), on the same net effective rent the Landlord is willing to lease such space to a bona fide third party for a term coterminous with the Term. During the Term or any extension thereof, in the event the Landlord receives a bona fide third party offer to lease (a “Third Party Offer”) the Second Refusal Space that it is willing to accept, the Landlord agrees to provide written notice to the Tenant along with the business terms of the Third Party Offer (the “Notice”) and deliver a truce copy to the Tenant of any such terms and conditions which the Landlord is willing to offer such space to a bona fide third party. The Tenant shall have four (4) business days from the delivery of the Notice within which to exercise the right of second refusal to lease the Second Refusal Space on the same business terms as the Third Party Offer. Failing which, this right of second refusal will be terminated and the Landlord shall be at liberty to proceed with the Third Party Offer. It is understood and agreed by the Tenant that any space offered to the Tenant pursuant to this second right of refusal must be taken as a whole.

Right of Second Refusal. Subject to the right of first refusal of the current tenant at the Lakefront 9 Building (as defined below) or its successors or assigns (or any of their respective subtenants), as those rights exist as of the Effective Date (collectively, the "Superior Rights"), and provided that (i) no default has occurred and is then continuing beyond any applicable notice and cure periods, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Premises throughout the Lease Term, Tenant shall have a right of second refusal with respect to the rentable space as depicted on Exhibit E attached hereto and hereby made a part hereof, consisting of approximately 23,187 rentable square feet of space located in the Lakefront 9 Building (as defined below) and designated as Suite 165 (the "Refusal Space") upon and subject to the terms and conditions set forth in this Section (the "Right of Second Refusal"). The "Lakefront 9 Building" shall mean the building owned by Landlord in the Park which is known as Lakefront 9, at 0000 Xxxxxxxx Xxx Xxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx.