First Offer Exercise Notice definition

First Offer Exercise Notice given not later than seven (7) business days after Landlord’s notice is given, time being of the essence. If such right is not so exercised, Tenant’s right of first offer shall thereupon terminate as to such portion of the First Offer Space, and Landlord may thereafter lease and re-lease such portion of the First Offer Space without notice to Tenant and free of any right in Tenant. Notwithstanding the foregoing, Landlord shall not enter into a lease of any such portion of the First Offer Space without again giving the notice referred to above if the net present value as of the proposed commencement date of such lease expressed as a single dollar figure, discounted using a rate of ten percent (10%) per annum, of all rent (other than such Tenant’s Additional Rent) of whatever nature or however denominated for the term of such lease, less the net present value of any rent concessions, construction allowances, tenant improvement work and other relevant economic concessions, discounted at the same rate, is less than eighty-five percent (85%) of the comparable amount determined by using the economic terms set forth in Landlord’s notice to Tenant regarding such First Offer Space (as adjusted on a proportional basis to reflect any differences in the size of space or length of the term). In addition, if Landlord shall not have leased such First Offer Space within the period ending six (6) months following the date of Landlord’s notice to Tenant regarding such First Offer Space plus, if Landlord is negotiating with a particular potential, tenant at the time such period expires, such additional period during which Landlord continues to negotiate with such potential tenant, Landlord shall not enter into a lease of any such portion of the First Offer Space without again giving the notice referred to above. Tenant may not elect to lease less than the entire area of the First Offer Space described in a Landlord’s notice, and if a third-party lease would include all or a portion of the First Offer Space together with other space in the Building which is not First Offer Space, Tenant must exercise its right for such First Offer Space and such other space.

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First Offer Exercise Notice to Landlord of Tenant’s exercise of the Right of First Offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice, provided that (i) if the First Offer Commencement Date (defined below) is anticipated by Landlord to occur prior to the first anniversary of the Lease Commencement Date (the “One Year Period”), then the First Offer Rent shall be as set forth in Section 1.2.4.1, below, and (ii) after the One Year Period, Tenant may, upon and concurrent with such exercise, object to the First Offer Rent contained in the First Office Notice, in which case the parties shall follow the procedure, and the First Offer Rent shall be determined, as set forth in Section 1.2.4, below (“Tenant’s First Offer Arbitration Right”). If Tenant does not so notify Landlord within the ten (10) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires (any lease of such space to a third party shall be referred to herein as an “Intervening Lease”). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise the Right of First Offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

First Offer Exercise Notice irrevocably exercising its Right of First Offer with respect to the entire Offer Space described in such First Offer Notice on the terms contained in such First Offer Notice. If Tenant does not timely deliver a First Offer Exercise Notice to Landlord on or before the First Offer Exercise Date, then Landlord shall be free to lease the space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant shall have no further rights under this Section 1.3 with respect to the particular space described in such First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Right of First Offer, if at all, with respect to all of the particular Offer Space offered by Landlord to Tenant at any particular time, pursuant to a First Offer Notice and Tenant may not elect to lease only a portion of such Offer Space. Time is of the essence with respect to the giving of any First Offer Exercise Notice.

Examples of First Offer Exercise Notice in a sentence

If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within seven (7) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice.
Time is of the essence with respect to the giving of any First Offer Exercise Notice.
If Tenant wishes to exercise Tenant's Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall have the right to deliver notice to Landlord ("Tenant's First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice.
In the event that Tenant timely exercises Tenant’s right to lease any First Offer Space as set forth in this Section 7, Landlord and Tenant shall within thirty (30) days following Landlord’s receipt of the First Offer Exercise Notice, execute an amendment to the Lease, as amended hereby, adding such First Offer Space to the Premises, upon the terms and conditions as set forth in the First Offer Notice and this Section 7, and otherwise in compliance with the terms of the Lease, as amended hereby.
If Tenant does not timely deliver a First Offer Exercise Notice to Landlord on or before the First Offer Exercise Date, then Landlord shall be free to lease the space described in such First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant shall have no further rights under this Section 1.3 with respect to the particular space described in such First Offer Notice.
Following receipt of Tenant’s First Offer Exercise Notice, Landlord shall determine within five (5) business days thereafter whether, based on the financial condition of Tenant as evidenced in the provided Audited Financial Statements (“Tenant’s Financial Condition”), Landlord is willing to lease the First Offer Space to Tenant.
If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord (the "First Offer Exercise Notice") of Tenant's election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice.
In the event that Tenant shall deliver a Tenant Triggered First Offer Exercise Notice in accordance with the terms hereof, Landlord shall thereafter deliver any required notice to any Superior Right Holder and shall notify Tenant following the expiration of the Superior Right Holder’s exercise period as to whether the Superior Right Holder has elected to lease the subject First Offer Space.
If Tenant does not so deliver the First Offer Exercise Notice to Landlord within such five (5) business day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires.
The First Offer Exercise Notice shall indicate the number of Equity Securities being offered for Transfer (the “Offered Stock”), the price at which such Other Investor proposes to Transfer the Offered Stock (the “Offer Price”) and all other material terms and conditions on which the Other Investor proposes to Transfer such Company Common Stock (including the identity of the proposed Transferees).

More Definitions of First Offer Exercise Notice

First Offer Exercise Notice has the meaning set forth in Section 14.3.

First Offer Exercise Notice shall have the meaning ascribed to such term under Clause 12.3;

First Offer Exercise Notice is defined in Section 7.8(b).

First Offer Exercise Notice given within thirty (30) Business Days from the date of receipt by such Beneficiary of the Offer Notice (the “First Offer Exercise Period”).