Tenant's Exercise of Right. Provided that no Event of Default shall then exist, Tenant shall then have the right to purchase the Premises on the terms set forth in the Offer Notice by giving written notice of its exercise of such right to Landlord (the "Election Notice"), which notice must be received by Landlord within thirty (30) days after Tenant's receipt of the Offer Notice from Landlord, time being of the essence, and must be accompanied by a down payment equal to five percent (5%) of the purchase price, such down payment to be payable to the Escrow Holder. If Tenant shall give the Election Notice in a timely manner together with such down payment, the closing of the sale on the terms set forth in the Offer Notice shall take place no later than sixty (60) days after Landlord's receipt of the Election Notice and down payment (time being of the essence), except that Landlord shall have the right to extend such date in order to effect any tax free exchange which Landlord wishes to accomplish. In addition, as a condition to closing, all Base Rent and additional rent payable hereunder by Tenant through the date of closing must be paid in full at or before the closing. If Tenant fails to deliver the Election Notice or the down payment in a timely manner, Tenant shall be deemed to have rejected the offer to purchase the Premises. If Tenant properly and timely delivers the Election Notice and the down payment, but at the time of such delivery an Event of Default shall exist, Tenant shall be deemed to have rejected the offer to purchase the Premises. If Tenant properly and timely delivers the Election Notice and down payment but fails to close as required, Tenant's down payment shall be forfeited as liquidated damages and this Article 36 shall be null and void and of no further force or effect, and Landlord shall be free to transfer the Premises to any third party on any terms it desires without having to first offer the Premises for sale to Tenant.

Tenant's Exercise of Right. Subject to Subparagraph (c) below and subject to Frost Bank’s superior rights to the 15th floor which may limit the length of the term of Tenant’s occupancy of the 15th floor as well as limit Tenant’s renewal of the 15th floor, to exercise this Right of First Refusal as such rights exist on the date of this Lease, Tenant shall:

Tenant's Exercise of Right. Determination Of Initial -------------------------------------------------------- Base Monthly Rent: Within twenty (20) days following delivery of the Landlord's ----------------- Notice to Tenant, Tenant shall notify the Landlord that it will (a) lease the Offered Space at the Base Monthly Rent specified in the Landlord's Notice, (b) lease the Offered Space at a Base Monthly Rent which differs from the amount specified in the Landlord's Notice by providing to Landlord written notice of Tenant's Rent Determination (as defined in paragraph 3), or (c) not lease the Offered Space. If Tenant indicates its agreement to lease the Offered Space on the terms stated in Landlord's notice, then Landlord shall lease to Tenant and Tenant shall lease from Landlord the Offered Space at the Base Monthly Rent (and with any adjustments thereto) stated in Landlord's Notice and on the other terms and conditions specified in this paragraph. If Tenant indicates its agreement to lease the Offered Space at a different Base Monthly Rent, then the parties shall exclusively negotiate for a period of fourteen (14) days following delivery of Tenant's exercise notice to Landlord to reach agreement on said Base Monthly Rent and all adjustments thereto. If the parties cannot agree upon the initial Base Monthly Rent during such period, then Tenant's shall be deemed to have waived its right of first offer under this subparagraph 21.C unless it notifies Landlord in writing that it accepts the Base Monthly Rent and the adjustments thereto specified in the Landlord's Notice within two (2) business days following the expiration of said 14-day negotiation period. Notwithstanding anything to the contrary above, if the Landlord's Notice is delivered to Tenant prior to January 1, 1999, then, in addition to the rights of Tenant to accept the Base Monthly Rent specified in the Landlord's Notice (if the parties are not able to agree between themselves as to the initial Base Monthly Rent for the Offered Space within the negotiation period), the Tenant shall have the right to require that the Base Monthly Rent for the Offered Space be equal to the "fair market rental value" for the Offered Space as determined by an appraisal conducted in accordance with the procedures outlined in subparagraph 3.B above. In this regard:

Related to Tenant's Exercise of Right

Exercise of Right If the Optionee or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Optionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the bona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Transferor. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Transferor shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.
Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.
Exercise of Rights; Exercise Price; Expiration Date of Rights (a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are exercised.
Non-Exercise of Right In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.
Non-Exercise of Rights To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.
Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at the Business Day immediately preceding the day of exercise of the Right, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void.
Maximum Exercise of Rights In the event the exercise of the rights described in Sections 12(a) and 12(c) would result in the issuance of an amount of common stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.3 of this Agreement, then the issuance of such additional shares of common stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such common stock without exceeding the maximum amount set forth calculated in the manner described in Section 7.3 of this Agreement. The determination of when such common stock may be issued shall be made by each Subscriber as to only such Subscriber.
Exercise of Rights; Expiration Date of Rights (a) Subject to Section 7(e) and except as otherwise provided herein (including Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on the 10th anniversary of the date of this Rights Agreement (the Close of Business on such date being the "Expiration Date") or (ii) the Redemption Date, one one-hundredth (1/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:
Exercise of Rights Not Required Nothing contained in Section 4.03(a) shall require the Administrative Agent, any Lender or any of their Affiliates to exercise any such right or shall affect the right of such Persons to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Obligor.

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