First Offer Right Clause Samples

First Offer Right. Subject to the provisions of this Paragraph 6, throughout the New Term (but not during the final two (2) years of the New Term, unless the Lease term has been further extended in writing), Tenant shall have a continuing right of first offer (the “First Offer Right”) to lease space in Building 3 or Building 8 that becomes “available for lease,” as defined below (each a “First Offer Space”). The First Offer Space shall not be deemed “available for lease” if the tenant under an expiring lease of the First Offer Space desires to renew or extend its lease, whether pursuant to a renewal option or a new arrangement with Landlord, or if any tenant of the Building exercises an option or right of first offer to lease such space, which option or right of first offer existed as of the date of this Lease. Upon Landlord obtaining knowledge that a First Offer Space will be available for lease, Landlord shall send Tenant a written notice (the “First Offer Notice”) which identifies the First Offer Space (including the rentable square footage thereof), sets forth Landlord’s good faith determination of the Prevailing Market rate (as defined in Paragraph 5.e. above) for the First Offer Space and, if Prevailing Market terms include a tenant improvement allowance or other leasing concessions, Landlord’s good faith determination of such allowance and other leasing concessions.

First Offer Right ii) If, at any time any Purchaser (an "Offeror") wishes to make a transfer of Warrants in compliance with Section 14(b)(ii) above (other than to a Person who is simultaneously therewith purchasing Loans from such Offeror and agrees to be bound by the provisions of this Section 14(d)), then, at least ten (10) Business Days before making any such transfer (the "Offer Election Period"), the Offeror will deliver a written notice (the "Offer Notice") to the Company. The Offer Notice will specify the proposed number of Warrants to be the subject of such transfer (the "Offered Warrants") and disclose in reasonable detail the proposed terms and conditions of the transfer.

First Offer Right. (i) At any time any Member proposes to Transfer to a third party any Company Secutities issued to such Member, such Member shall deliver written notice (the "Offer") to the Company and each other Member which shall set forth the number of such Company Securities (the "Member Securities") and the terms on which the Member Securities are to be offered. Within 20 days following the effectiveness of the offer, each other Member shall give notice (the "Purchase Notice") to such Member, with a copy to the Company, stating the maximum percentage of the Secutities each such other Member is willing to purchase upon the terms set forth in the Offer. (ii) For the purpose of this Section 3.3, if any Member does not deliver a Purchase Notice within the time required by this Section 3.3 such Member shall be deemed to have provided a Purchase Notice on the last day on which a Purchase Notice may be provided specifying no interest in purchasing the Member Securities. (iii) In the event that the total number of Member Securities that the other Members are willing to purchase from such selling Member equals the number of offered Member Securities, then such selling Member shall be bound to sell to the other Members and the other Members shall be bound to purchase from such Member the Member Securities. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is less than the number of offered Member Securities, then, such selling Member shall be permitted to sell all, but not less than all, of the Member Securities to a third party on terms not less favorable than those set forth in the Offer. If the total number of Member Securities that the other Members are willing to purchase from such selling Member is more than the number of offered Member Securities, then, each other Member shall be permitted to purchase up to its ratable portion of the Member Securities based on its current interest in the Company Securities on an as converted or exercised basis. (iv) The closing of the sale of the Member Securities to the other Members shall occur at such selling Member's election at a time and place specified by such selling Member during business hours and no more than 180 days after the delivery of the Offer. In the event that the other Members do not purchase the Member Securities within such 180 day period, such selling Member may sell the offered Member Securities to a third party. (v) If, prior to the closing of the sal...

First Offer Right. 27.1 Landlord shall not (a) sell, transfer, assign or otherwise dispose of any partial interest in the Property or any part thereof to an unrelated third party, or (b) sell, transfer, assign or otherwise dispose of its interest in the Property to an unrelated third party until at least fifteen (15) days after it has given Tenant written notice (the “Landlord’s Notice”) as herein provided of its intention to dispose of the Property. The Landlord’s Notice shall describe in reasonable detail Landlord’s determination of the Fair Market Value of the Property at which Landlord intends to sell the Property (including, if the proposed consideration for such disposition is property other than cash, the Fair Market Value of such property, in Landlord’s opinion, as of the date of the notice), and the other terms of such proposed disposition. Tenant shall have and is hereby granted the first right and option (“First Offer Right”) to purchase the Property in the manner, at the price and on the terms provided in the Landlord’s Notice. During the Term and except as required by the terms of the First Mortgage, Landlord shall not transfer, sell or convey all or any portion of the Property. 27.2 The First Offer Right may be exercised by Tenant by giving notice to Landlord at any time within ten (10) days after receipt of the Landlord’s Notice. 27.3 The purchase price for the Property pursuant to exercise of the First Offer Right shall be the price stated in the Landlord’s Notice as the price at which Landlord proposes to sell, transfer or assign the Property; provided that (a) if all or any part of the proposed consideration for said sale, transfer or assignment is property other than cash, such portion of the purchase price to be paid by Tenant shall be based on the Fair Market Value of the Property as of the date of Landlord’s Notice to be determined by appraisal in accordance with Article 28 below, and (b) if the Property is being disposed of together with other land or property, then Tenant may elect to have the consideration payable by it for the Property equal the Fair Market Value of such interest as of the date of Landlord’s Notice to be determined by appraisal in accordance with the procedure provided in Article 28 below. 27.4 Contemporaneously with giving the Landlord’s Notice, Landlord shall provide a title insurance commitment for the Property with a then-current effective date. If such commitment reflects any matter materially and adversely affecting title to t...

First Offer Right. (a) If Tenant does not exercise the expansion option set forth in Section 1.3 above with respect to the Expansion Premises, then the first offer right provided in this Section 1.4 shall apply and Landlord shall not lease all or any portion of the Expansion Premises at any time during the term of this Lease (including any extended term, if applicable) except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure period; and provided, further, that Tenant’s rights pursuant to this Section 1.4 may be assigned to and exercised by any permitted assignee of Tenant’s entire interest in this Lease, provided that such assignee is in possession of the Premises at the time such option is exercised, but may not be assigned to or exercised by any subtenant. (b) If, at any time during the term of this Lease (including any extended term, if applicable), Landlord proposes to lease the Expansion Premises or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “ROFO Notice”), specifying the material terms on which Landlord proposes to offer and lease the Expansion Premises or applicable portion thereof (the “ROFO Offered Space”), and shall offer to Tenant the opportunity to lease the ROFO Offered Space on the terms specified in the ROFO Notice. Tenant shall have ten (10) business days after the date of delivery of the ROFO Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the ROFO Offered Space shall be leased to Tenant on the terms set forth in the ROFO Notice, and otherwise on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the ROFO Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the ROFO Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new lease (as applicable) within th...

First Offer Right. Subject to Section 3(e), at least 30 days prior to making any Transfer of any Stockholder Shares, the holder of Stockholder Shares making such Transfer (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders and the Founder Stockholders but no other Stockholders (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”), which shall specify in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the transferee(s) (if known). First, the Company may elect to purchase all of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares specified in the Offer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 20 days after the expiration of the...

First Offer Right. Subject to the approval by Seller’s ground lessee of the Retained Property (the “Ground Lessee”) and in consideration of the Purchase Price, Buyer shall have a right of first offer (the “Right of First Offer”) to purchase or lease the Retained Property on the terms set forth in this Section 10.6. Seller shall use commercially reasonable efforts to obtain the Ground Lessee’s consent to the Right of First Offer prior to expiration of the Due Diligence Period. 10.6.1 If Seller elects to sell or lease any portion of the Retained Property to any unaffiliated third party, prior to conducting any marketing activity, Seller will deliver to Buyer a written offer (the “Offer”) setting forth all the material terms upon which Seller proposes to sell or lease the Retained Property and offering to sell or lease the Retained Property to Buyer on the same terms. Buyer shall have ten (10) business days after receipt of an Offer in which to notify Seller (the “Notice”) that it would like to purchase the Property on the terms set forth in the Offer. If Buyer provides the Notice, within a reasonable time thereafter Seller and Buyer shall enter into a mutually satisfactory purchase and sale agreement (on substantially similar terms as this Agreement to the extent such terms are relevant) with respect to the sale of the Retained Property, or a mutually satisfactory lease of the Retained Property, and the sale or lease of the Retained Property will be completed pursuant to such agreement or lease. If Buyer does not timely deliver the Notice or rejects the Offer or if despite reasonable good faith efforts, Buyer and Seller fail to enter into a purchase agreement or lease within forty-five (45) days after delivery of Buyer’s Notice, Seller may sell or lease the Retained Property pursuant to Section 10.6.2. 10.6.2 If Buyer does not timely deliver the Notice, Seller may sell or lease the Retained Property to any unaffiliated third party on any terms desired by Seller so long as the terms are not “materially more favorable” to the third party buyer than those of the Offer. In the event that the proposed terms of a sale or lease are “materially more favorable” than the terms of the Offer, then Seller shall re-offer the Retained Property to Buyer on such terms and Buyer shall have five (5) business days after receipt of the written re-offer in which to deliver a Notice with respect to the re-offer. If Buyer provides the Notice, then within a reasonable time thereafter, Seller and Buyer...

First Offer Right. The Series A Stockholder (or its designees) may elect to purchase any or all of the Shares upon the terms and conditions set forth in the Offer Notice, by delivering a written notice of such election to the Transferring Stockholder and the Company within 15 days after the Offer Notice has been received by the Series A Stockholder ("First Offer Option Period"). If the Series A Stockholder elects not to purchase all of such Offered Shares, such portion of the Offered Shares not so purchased may be sold by the Transferring Stockholder to any of the Prospective Transferees at any time within 45 days following the expiration of the First Offer Option period; provided, however, that such sale is made in strict conformity with the terms and conditions of the Offer Notice or at a purchase price (and not less cash consideration) greater than that set forth in the Offer Notice.

First Offer Right. If, at any time after the Closing, Acquisition Company or the Foundation (each a "Selling Holder") proposes to Transfer shares of Common Stock or Warrants to any Person other than the Company or a Wholly Owned Subsidiary (other than to a Permitted Transferee, or pursuant to the Common Put, the Call, a Tag-along Right, a Warrant Tag-along Right or a Special Foundation Transfer Without Consideration), then such Selling Holder will, not fewer than forty-five (45) days prior to making such Transfer, give notice (the "Transfer Notice") to the Company (and the Company shall promptly provide notice to the other Stockholders) specifying (i) the number of shares of Common Stock or Warrants proposed to be Transferred (the "Offered Securities"), and (ii) the price (the "Offered Price") and the other terms and conditions upon which such Selling Holder proposes to Transfer such Offered Securities. After receipt of a Transfer Notice by the other Stockholders, the Selling Holder shall in a timely manner provide any other Stockholder with any written information regarding the proposed Transfer as reasonably requested by such Stockholder.