Termination of Refusal Right. The Refusal Right will terminate as to all Shares: (a) on the effective date of the first sale of Common Stock of the Company to the public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act or, if expressly approved by the Board as terminating the Refusal Right, under the laws of any other country having substantially the same effect (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive or benefit plan) or (b) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another entity or entities if the common stock of the surviving entity or any direct or indirect parent entity thereof is registered under the Securities Exchange Act of 1934, as amended.
Termination of Refusal Right. The rights contained in this Section 14 shall be personal to the Original Tenant and any Related Entity to whom the Lease, as amended, is assigned to, and may only be exercised during the initial New Term by the Original Tenant or such Related Entity (and not any other assignee, or any sublessee or other transferee of Tenant's interest in this Lease) if the Original Tenant or such Related Entity occupies no less than one hundred percent (100%) of the then-existing Premises. The right of first refusal granted herein shall terminate as to the Refusal Space upon the failure by Tenant to timely exercise its right of first refusal with respect to such Refusal Space. The right to lease the Refusal Space as provided in this Section 14 may not be exercised if, as of the date of the attempted exercise of the right of first refusal by Tenant, or as of the scheduled date of delivery of the Refusal Space to Tenant, Tenant is in default under this Lease, or if an Event of Default by Tenant has previously occurred. The right of first refusal granted herein shall terminate as to all Refusal Space and thereafter shall be of no further force or effect on the date that is two (2) years prior to the New Term Expiration Date, it being acknowledged by Tenant that such right of first refusal shall be ineffective as to the Refusal Space when it is expected that the lease of such Refusal Space will not commence on or before the date that is two (2) years prior to the initial New Term Expiration Date.
Termination of Refusal Right. The Refusal Right shall automatically terminate upon (a) the end of the lease Term or earlier termination of the lease Term, whether by Landlord upon the occurrence of an Event of Default or otherwise, (b) the failure of Tenant to exercise the Refusal Right with respect to any Refusal Space as and within the time period specified in Paragraph 4 above, but only with respect to the subject Refusal Space and the offer in question, unless reinstated as provided above, and (c) upon the assignment, subletting, or other transfer by Tenant other than to a related entity, whether or not with the approval of Landlord. EXHIBIT “G-1” TO OFFICE LEASE AGREEMENT – Page Solo Upon Tenant’s written notice to Landlord within six months from Tenant’s Commencement Date and subject to availability, Landlord agrees to pay, on Tenant’s behalf, the initial membership fee for up to five (5) full privilege membership(s) (the “Membership(s)”), in Tenant’s corporate name, to that certain club commonly known as “Lincoln Centre Fitness Club” (the “Club”) located in the Centre. Tenant shall be responsible for all fixed and/or periodic monthly dues during the period the Membership(s) are effective and all other fees and/or expenses arising in connection with the Membership(s). Landlord shall not be liable to Tenant for any failure by the Club to perform under the terms of the Membership(s) nor shall Landlord be liable to Tenant for any credit or other consideration in respect of the Membership(s) not utilized by Tenant or for any forfeiture of the Membership(s) by reason of the default of Tenant or any of its employees. EXHIBIT “H” TO OFFICE LEASE AGREEMENT – Page Solo
Termination of Refusal Right. The Refusal Right shall automatically terminate upon (a) the expiration or termination of the Lease Term, whether by Landlord or upon the occurrence of an event of default or otherwise, or (b) an assignment, subletting, or other transfer by Tenant of any part of its leasehold interest under the Lease to any Person, whether with the approval of Landlord, other than an Affiliate Transfer or a Customer Transfer. In addition, the Refusal Right shall not be applicable during any renewal or extension of the Lease Term.
Termination of Refusal Right. The right of first refusal granted the Company by Section 3(b) above shall terminate at such time as a public market exists for the
Termination of Refusal Right. The Refusal Right shall automatically ---------------------------- terminate upon (a) the termination of the Term, whether by Landlord upon the occurrence of an Event of Default or otherwise, (b) the expiration of the time period specified in Paragraph 2 above, (c) the failure of Tenant to exercise the Refusal Right with respect to any Refusal Space as and within the time period specified in Paragraph 3 above, but only with respect to the subject Refusal Space, and (d) upon the assignment, subletting, or other transfer by Tenant, whether or not with the approval of Landlord.
Termination of Refusal Right. The right of first refusal granted ---------------------------- the Company by Section 3(b) and the rights with respect to involuntary transfers set forth in Section 3(d) above shall terminate at such time as a public market exists for the Company's capital stock (or any other stock issued to purchasers in exchange for the Shares purchased under this Agreement). For the purpose of this Agreement, a "public market" shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in the Securities Exchange Act of 1934) or (ii) such stock is traded on the over-the-counter market and prices are published daily on business days in a recognized financial journal. Subject to Section 3(a) above, upon termination of the right of first refusal imposed by this Agreement, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(b) hereof and delivered to Purchaser.
Termination of Refusal Right. The Refusal Right shall automatically terminate upon (a) the termination of the Term, whether by Landlord upon the occurrence of an Event of Default or otherwise, and (b) the failure of Tenant to exercise the Refusal Right with respect to any Refusal Space as and within the time period in Paragraph 4 above, but only with respect to the subject Refusal Space.
Termination of Refusal Right. The rights contained in this Section 11 shall be personal to the Original Tenant and its Affiliate assignees and may only be exercised if the Original Tenant and/or its Affiliates collectively occupy the equivalent of at least two (2) full floors in the Building. The right to lease Refusal Space as provided in this Section 11 may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, or as of the scheduled date of delivery of such Refusal Space to Tenant, Tenant is in default under the Lease, as amended (beyond any applicable notice and cure periods). The rights granted to Tenant pursuant to the terms and conditions of this Section 11 shall be applicable during the Extended Term only.
Termination of Refusal Right. The Refusal Right shall automatically terminate upon (i) the occurrence of the Refusal Right Termination Date, (ii) the expiration or termination of the Lease Term, whether by Landlord upon the occurrence of an event of default or otherwise, or (iii) an assignment, subletting, or other transfer by Tenant of any part of its leasehold interest hereunder to any person or entity other than an Affiliate, whether or not with the approval of Landlord. In addition, the Refusal Right shall not be applicable during any renewal or extension of the Lease Term. ------------------------------------------------------------------------------- INITIALS Landlord /s/ HC Tenant /s/ LVB ----------- ------------ ------------------------------------------------------------------------------- WYNDHAM HOTEL CORPORATION 07/17/90 56 SCHEDULE "A" To Exhibit "G" to Lease Agreement By and Between IM Joint Venture, as Landlord and WYNDHAM HOTEL CORPORATION, as Tenant REFUSAL SPACES (For illustrative purposes only) 20 WYNDHAM HOTEL CORPORATION 07/17/90 57 FIFTH FLOOR [Floor Plan] WYNDHAM HOTEL CORPORATION 07/17/90 58 SIXTH FLOOR [Floor Plan] WYNDHAM HOTEL CORPORATION 07/17/90 59 THIS PAGE INTENTIONALLY LEFT BLANK 21 WYNDHAM HOTEL CORPORATION 07/17/90 60 EXHIBIT "H" To Lease Agreement By and Between IM Joint Venture, as Landlord and WYNDHAM HOTEL CORPORATION, as Tenant RENEWAL OPTION
