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.
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.
Right of First Offer Provided that (i) Tenant is not then in default under this Lease, (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any part of the Leased Premises and is then in actual occupancy of the entire Leased Premises, and (iv) Tenant’s financial condition meets the financial criteria Landlord requires for the lease of such space, if, at any time during the Term, those certain spaces known as Suite 340, 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available (the “Offered Space”), set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a term whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is expected to be available (collectively, the “Terms”). Tenant shall thereupon have the one time right and option to lease the Offered Space for a minimum of three (3) years on the Terms by delivering notice to Landlord within three (3) business days after receipt of Landlord’s notice, time being of the essence. If Tenant elects to lease the Offered Space, it shall, within fifteen (15) business days after such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a minimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this section with respect to the Offered Space, and Landlord shall be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any renewal or extension of an expiring lease with a then existing tenant. Landlord shall not be liable to Tenant for any failure to deliver such space as a result of any holdover tenant or other occupant of any Offered Space.
