Limitation of Exercise of First Offer Right Sample Clauses

The Limitation of Exercise of First Offer Right clause restricts the circumstances or frequency under which a party can exercise its right of first offer in a transaction. Typically, this clause may set time limits, require specific conditions to be met, or limit the number of times the right can be invoked, ensuring that the right is not used excessively or in bad faith. Its core function is to balance the interests of both parties by preventing abuse of the first offer right and maintaining fairness in negotiations.
Limitation of Exercise of First Offer Right. The right to lease First Offer Space as provided in this Section 1.3 may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, Tenant is in default under this Lease, beyond any applicable notice and cure period. The terms of this Section 1.3 shall be personal to the originally named Tenant hereunder (the “Original Tenant”) or a Permitted Transferee, and may not be exercised by any assignee, subtenant, or other Transferee of Original Tenant’s interest in this Lease other than a Permitted Transferee. Tenant’s right of first offer shall be continuous during the initial Lease Term. Tenant’s rejection of any particular offer shall not relieve Landlord of its obligation to again offer the First Offer Space to Tenant any time the First Offer Space subsequently becomes available (provided that Tenant’s rights under this Section 1.3 shall be subject and subordinate to the renewal rights of any tenant under a lease entered into by Landlord after ▇▇▇▇▇▇ has declined or failed to respond to a First Offer Notice).
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Limitation of Exercise of First Offer Right. The right to lease First Offer Space as provided in this Section 1.3 may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, Tenant is in default under this Lease, beyond any applicable notice and cure period. The terms of this Section 1.3 shall be personal to the originally named Tenant hereunder (the "Original Tenant") or a Permitted Transferee, and may not be exercised by any assignee, subtenant, or other Transferee of Original Tenant's interest in ./ -/// -8- [The Cove at Oyster Point] [Five Prime Therapeutics, Inc.] this Lease other than a Permitted Transferee. Tenant’s right of first offer shall be continuous during the first five (5) years of the initial Lease Term. Tenant’s rejection of any particular offer shall not relieve Landlord of its obligation to again offer the First Offer Space to Tenant any time the First Offer Space subsequently becomes available (provided that Tenant’s rights under this Section 1.3 shall be subject and subordinate to the renewal rights of any tenant under a lease entered into by Landlord after Tenant has declined or failed to respond to a First Offer Notice).
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Limitation of Exercise of First Offer Right. The right to lease First Offer Space as provided in this Section 1.3 may not be exercised if, as of the date of the attempted exercise of the expansion option by Tenant, Tenant is in default under this Lease, beyond any applicable notice and cure period. The terms of this Section 1.3 shall be personal to the originally named Tenant hereunder (the "Original Tenant") or a Permitted Transferee, and may not be exercised by any assignee, subtenant, or other Transferee of Original Tenant's interest in this Lease other than a Permitted Transferee. The terms of this Section 1.3 shall
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Related to Limitation of Exercise of First Offer Right

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.