Right of First Opportunity a. During the Term of this Lease (including, without limitation, the Extended Term, if applicable), Lessor shall notify Lessee ("Lessor's Notice") if either or both Suite 310 (consisting of approximately 15,654 square feet of Rentable Area) on the third floor of the Building and/or Suite 115 on the first floor of the Building become available for Lease (subject to any rights which any then existing tenants of such space may have to lease such space pursuant to lease transactions hereafter entered into in accordance with this Article 64, and any rights held by Inktomi Corporation as the existing tenant of such space, Lessor hereby representing and warranting to Lessee that no current tenant other than Inktomi has any existing rights to the lease of such Suite 115 or Suite 310). Such Lessor's Notice shall provide the basic business terms on which Lessor is willing to rent such space (including, without limitation, Base Rent, improvement allowances and other economic concessions) and shall be given to Lessee prior to such space being made available to any third party (other than any existing tenant having prior rights to such space). Lessee is hereby granted the right of first opportunity to lease such space on the terms as outlined in Lessor's Notice to Lessee. No court arbitrator or third party shall have the right to challenge the terms and conditions set forth in Lessor's Notice to Lessee. Lessee shall have ten (10) days following receipt of such Lessor's Notice within which to indicate in writing its desire to lease the space under the terms and conditions stated in such Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer within such ten (10) day period, Lessor shall have the right at any time within nine (9) months thereafter to enter into a lease for such available space which was the subject of the offer made to Lessee in Lessor's notice to any one or more third parties on any terms, covenants and conditions desired by Lessor, and Lessee shall have no further right to lease such space, provided that such lease is entered into within nine (9) months following Lessee's receipt of the applicable Lessor's Notice and the net effective rent payable under such lease is not less than ninety percent (90%) of the net effective rent proposed in the applicable Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer as set forth in Lessor's Notice within such ten (10) day period, but Lessor thereafter desires to lease such space which was the subject of such Lessor's Notice to one or more third parties more than nine (9) months following Lessee's receipt of the applicable Lessor's Notice or at a net effective rent less than ninety percent (90%) of the net effective rent proposed in the applicable Lessor's Notice, then Lessor shall first deliver a new Lessor's Notice with respect to such space to Lessee and Lessee shall again have its right of first opportunity with respect thereto in the manner set forth above.
Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.
Rights of First Offer In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any of the Purchasers or any of their Affiliates, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specify.
Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.
Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.
Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.
Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.
Violation of First Refusal Right If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.
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.
Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.
