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.
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. (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.
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. Tenant shall have a right of second refusal on the Second Refusal Space (as defined below) during the first three (3) years of the Term subject to the terms and conditions set forth in this Paragraph 52 (the “Right of Second Refusal”). As used herein, “Second Refusal Space” shall mean the space constituting approximately 10,476 RSF in Section E1 of the Building, as depicted on Exhibit G hereto. The Second Refusal Space is presently vacant, but subject to a right of first refusal (“Right of First Refusal”) in favor of GlobeImmune, Inc. (“GlobeImmune”), another tenant in the Building. Landlord shall provide written notice to Tenant (a “Second Refusal Notice”) of any bona fide offer to lease the Second Refusal Space or any portion thereof that Landlord receives during the Term of this Lease and which Landlord is willing to accept (an “Offer”), provided that GlobeImmune has declined to exercise its Right of First Refusal with respect to the same. Tenant shall have five (5) business days after receipt of Landlord’s notice to exercise its Right of Second Refusal by providing Landlord with an irrevocable written notice (“Election Notice”) that Tenant elects to lease all of the Second Refusal Space described in the Offer on the same terms and conditions as set forth in the Offer (and Tenant shall not be permitted to lease less than all of the Second Refusal Space described in the Offer); provided, however, if Landlord receives Tenant’s Election Notice on or before August 1, 2006, then Base Rent for the Second Refusal Space shall be the lesser of (i) the initial Base Rent set forth in the Offer, and (ii) the Base Rent applicable to the Premises on the date that the Second Refusal Space becomes part of the “Premises” hereunder. In the event that Landlord does not receive Tenant’s written election to exercise the Right of Second Refusal within five (5) business days after the date of the Second Refusal Notice, then Tenant shall be deemed to have declined to exercise its Right of Second Refusal with respect thereto and Landlord shall be free to sublease the space described in the Offer to any third party on the terms and conditions contained in the Offer or such other economic terms and conditions that (taken as a whole) are not less favorable (to a tenant) by more than ten percent (10%).
Right of Second Refusal. If, within twenty (20) days of their receipt of the Offer, the Company fails to deliver written notice to the Optionee and each Investor of its intention to purchase all or any portion of the Offered Shares (the Offered Shares which the Company does not elect to purchase being referred to as the “Refused Shares”), each Investor shall have the absolute right, by delivery of written notice to the Company and each other Investor (as hereinafter provided), to purchase that number of Refused Shares as shall be equal to the number of Refused Shares multiplied by a fraction, the numerator of which shall be the number of shares (calculated on a common-equivalent basis) then owned by such Investor and the denominator of which shall be the aggregate number of shares (calculated on a common-equivalent basis) then owned by all Investors. The amount of Refused Shares that each Investor is entitled to purchase under this Section 15 shall be referred to as its “Pro Rata Fraction.”
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. 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. Tenant shall have the right of second refusal on the fifth (5th) floor of the Building (the "Second Refusal Space"), subject to the prior right of first refusal granted to Turnxx Xxxadcasting System, Inc. Such right of second refusal shall be exercised as follows: In the event that, at any time during the Lease Term, Landlord receives and desires to accept one or more offers (each, an "Offer") to lease a Second Refusal Space and any other tenant of the Building with a prior right of first refusal with respect thereto declines to exercise its right of first refusal with respect to such Second Refusal Space, then Landlord shall advise Tenant in writing (the "Advice") of such facts. The Advice shall include a statement that the Advice is being given pursuant to the right of second refusal granted in this Lease and a statement that Tenant must respond to the Advice within ten (10) days of its receipt of same or lose its right to lease the offered space. The Advice shall also include the identity of the prospective tenant and a true, correct and complete copy of the signed Offer. Tenant may lease such Second Refusal Space in its entirety only, under the terms contained in the Offer or on such other terms as may be acceptable to Landlord in its reasonable discretion, by delivering written notice (the "Notice of Exercise") of its election to lease the Second Refusal Space covered by such Offer to Landlord within said ten (10) days period, except that Tenant shall have no such right of second refusal, and Landlord need not provide Tenant with an Advice, if:
