RIGHT OF FIRST OFFERING Clause Samples
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RIGHT OF FIRST OFFERING. If, before the Availability Expiration Date, (a) the Borrower or any of its Affiliates or Subsidiaries seeks senior or subordinated debt financing of any kind for the development or acquisition of a Facility by the Borrower or such Affiliate or Subsidiary, (b) the nature of the project and proposed financing is of the type which the Lender or any of its Affiliates has the authority and ability to finance, (c) the Borrower is not precluded by any other party to the proposed transaction, including a seller or partner, from entering into a financing transaction with the Lender or any of its Affiliates and (d) the Borrower is not proposing a public offering of such debt financing, then the Borrower shall, or shall cause such Subsidiary to, or shall use its best efforts to cause such Affiliate to, first offer to the Lender or any of its Affiliates the non-exclusive opportunity to provide such financing. The Lender or such Affiliate shall issue or decline to issue a proposal, commitment or other indication to extend such financing within ten Business Days of such offer and, during such period, the Borrower shall not, and shall cause its Affiliates and Subsidiaries not to, accept any alternative source of debt financing for such Facility development or acquisition, or any commitment therefor. Nothing herein shall (i) preclude the Borrower or any of its Affiliates or any Subsidiaries from seeking an alternative source of financing during such period, so long as it does not bind itself to accept alternative financing during such period or (ii) obligate the Borrower or any such Affiliate or Subsidiary to accept any offer for financing from the Lender or any of its Affiliates.
RIGHT OF FIRST OFFERING. Section 47.01. In the event that Tenant is not in default hereunder beyond any applicable notice and grace period, provided, that (i) Tenant has exercised its option pursuant to Article 46 to lease the entire 16,900 rentable square feet of space on the third floor of the Building and (ii) Tenant has subleased not more than forty percent (40%) of the Premises, Tenant shall have a limited one time right for such portion of the third (3rd) floor of the Building which on the date hereof is occupied by Landlord (10,600 rentable square feet) which shall become vacant and available for leasing (any such portion of additional space is hereinafter referred to as the "Additional Space"). Tenant will have no rights whatsoever with respect to the Additional Space if Landlord continues to use or occupy the space which shall be in Landlord's sole and absolute discretion, and nothing herein contained shall at any time prohibit or restrict Landlord from showing such Additional Space to, and negotiating a lease with, any other prospective tenant.
Section 47.02. At such time as the Additional Space will become vacant and available for leasing as determined by Landlord and Landlord determines that the Additional Space will be available for leasing, in the sole and absolute discretion of Landlord, Landlord shall notify Tenant of the availability or proposed availability of such space and the rental rate which Landlord determines as the rental rate for the Additional Space as of the proposed commencement date designated by Landlord with respect to the Additional Space. Tenant shall notify Landlord of its acceptance or rejection of all (but not part) of such space at such rental rate as designated by Landlord within fifteen (15) days (with time of the essence) after the rendition of such notice by Landlord. Tenant must elect to lease all of such space available and may not elect or offer to lease only a portion of such space. If Tenant rejects Tenant's one time right to the Additional Space, Landlord shall thereafter be free to enter into a lease thereof with any person(s) (including Tenant) upon any terms and conditions that Landlord shall desire, and Tenant shall have no further rights with respect thereto.
Section 47.03. with respect to the Additional Space, the terms "Expense Base" for Expense Escalation and "Base Tax" for Tax Escalation, under Articles 6 and 7, each shall be deemed to have the same meaning as set forth herein so that there will be no change or readjustment...
RIGHT OF FIRST OFFERING. After the Lockout Period, in case any Original Shareholder wishes to Transfer to a third party part or all of his shares, such Original Shareholder must offer them to ▇▇▇▇▇▇, by sending a notice to ▇▇▇▇▇▇ (“Notice of Transfer”), specifying the (i) total amount of Shares of its ownership it intends to Transfer (“First Offering Shares”), as well as (ii) the unit and total price of the First Offer Shares, as well as all other additional terms and/or conditions of the Transfer (“Right of first offering”).
9.1.1. Within 30 (thirty) days from the date of receipt of the Notice of Transfer, ▇▇▇▇▇▇ shall notify the Original Shareholder in writing, informing if it accepts to acquire the totality, but no less than the totality of the First Offer Shares, under the terms and conditions established in the Notice of Transfer (“Notice of Acceptance”). ▇▇▇▇▇▇’▇ omission in sending the Notice of Acceptance will be interpreted as a waiver of the Right of first offering.
9.1.2. In case ▇▇▇▇▇▇ resigns, expressly or implicitly, to the exercise of the Right of first offering, the Original Shareholder can carry out the Transfer of Shares object of the First Offer to any third party (“Interested Third Party”) provided that (a) the Transfer to the Interested Third Party is contracted within a term of 180 (one hundred and eighty) days as of the deadline established in Clause 9.1.1 above; and (b) the Transfer is carried out under the conditions offered to ▇▇▇▇▇▇ under the terms of the Notice of Transfer or less favorable to the Interested Third Party. The Interested Third Party which effectively acquires the Shares object of the First Offering will automatically assume all the rights and obligations of the Original Shareholder according to this Agreement, under the terms of Clause 7.5 above. Any Transfer in disagreement to the clauses herein will be considered invalid and ineffective, being prohibited the entry in any book of any Transfer carried out without observance of this Agreement, also being forbidden to make these entries in the corresponding corporate books by the respective administrators and the relevant corporation (or trustee institution of its shares).
9.1.3. Assuming that the term of 180 (one hundred and eighty) calendar days established by Clause 9.1.2 above has elapsed, without contracting of the Transfer in the form and on the occasion hereby established, and in case there is still the intention of Transferring the Shares object of the First Offer (not by sale in th...
RIGHT OF FIRST OFFERING. 22.1 Provided that Tenant has not sublet more than one (1) full floor of the Demised Premises and if, before the last twenty-four (24) months of the Lease Term (after taking into account any then remaining Renewal Term for which Tenant is then legally obligated), space in the Building becomes available to lease, either because the then existing tenant(s) occupying space on the floors contiguous to floors occupied by Tenant in the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), or (d) for any other reason, then within a reasonable period of time after Landlord becomes aware that the space is or is about to become available, including due to notification by the existing tenant occupying such block of space that such block of space will become available, and, in any event, prior to entering into any agreement or binding understanding with another person or entity to lease such space, Landlord shall first offer such block of space (the “Offering Space”) in writing to Tenant. The exact size, location, and configuration of the Offering Space shall be as reasonably determined by Landlord. The Offering Space shall be offered to Tenant in writing at (i) One Hundred Percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Offering Space becomes available, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time the Offering Space becomes available, including, without limitation, a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 sq. ft. but less than a full floor following the date such space is delivered to Tenant, and (iii) for a term co-terminous with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the Offering Space, time being of the essence (subject to Section 22.2 below). Tenant shall have option of accepting (i) the entire Offering Space; or (ii) if the Offering Space is more than one full floor, then Tenant may accept a por...
RIGHT OF FIRST OFFERING. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing to notify or advise Tenant of the availability of any space pursuant this provision. Furthermore, Landlord, hall have no obligation to offer any such space to Tenant in the event Landlord itself intends to occupy any such space becoming available.
RIGHT OF FIRST OFFERING. 44.01. For purposes of this Lease, the term "First Offering Space" shall mean a portion of rentable space in the Building consisting of the balance of the sixth (6th) floor not included in the demised premises and the entire fourth (4th) floor.
RIGHT OF FIRST OFFERING. 38 ARTICLE 30. TENANT'S OPTION TO PURCHASE..................................... 39 ARTICLE 31. TENANT'S REFURBISHING ALLOWANCE; REFURBISHING BY LANDLORD............................... 42 Attachments: Exhibit A - Floor Plans of Premises Exhibit B - Leasehold Improvements Exhibit C - Declaration of Commencement Date Exhibit D - Plans and Specifications Exhibit E - Holidays Exhibit F - Cleaning Specifications Exhibit G - Rules and Regulations Exhibit H - Non-Disturbance Agreement Exhibit I - Tenant's Letter of Credit Exhibit J - Landlord's Letter of Credit Exhibit K - Purchase Option Letter of Credit Schedule I - Legal descripton of the Land
RIGHT OF FIRST OFFERING. Tenant shall have an on going right of first offer throughout the primary Lease term for any relet space that comes available in 5108, 5103 and/or 5111 Pegasus Court. Landlord shall notify Tenant in writing when space becomes available and Tenant will have seven (7) business days to accept or decline the space. If Landlord does not receive written notice from Tenant of acceptance or declining then Landlord will assume Tenant has declined the offer. The rate for the expansion space shall be at fair market value for comparable industrial buildings in the Frederick sub-market by using the "three broker" method.
RIGHT OF FIRST OFFERING. (a) Provided that the Lessee is not in default under the term of this Lease Agreement and has not assigned or sublet all or any portion of the Leased Premises, excepting the sublease previously approved herein for Grafx, Lessor hereby grants to Lessee the right to lease approximately 10,000 square feet in the Building adjacent to the Leased Premises in accordance with the terms and conditions set forth in this section.
RIGHT OF FIRST OFFERING. 46.01. For purposes of this Lease, the term "First Offering Space" shall mean the remainder of the rentable area on the ninth (9th) floor of the Building other than the demised premises except that the portion thereof which is currently vacant shall not constitute First Offering Space until after such space shall have been initially leased. For purposes hereof, the First Offering Space shall be deemed to contain 13,174 rentable square feet.