Right of Second Offer Sample Clauses
The Right of Second Offer clause grants a party the opportunity to make a purchase offer on an asset or property if the initial party with a right of first offer declines or fails to complete the transaction. In practice, after the seller negotiates with the first party and that party does not proceed, the seller must then present the terms to the holder of the right of second offer, who can choose to accept or negotiate. This clause ensures that multiple interested parties have a structured chance to acquire the asset, thereby maximizing the seller’s options and providing a clear process for sequential offers.
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Right of Second Offer. Subject to the rights of any existing tenants of the Building, if 10,000 square feet or more of contiguous space on the first floor of the Building (the “Additional Space”) shall become available at any time during the Initial Term, Landlord shall, prior to offering to lease the Additional Space to any person or entity other than existing tenants of the Building that have a superior right of first offer, offer in writing (the “Lease Offering Notice”), to lease the Additional Space to Tenant for a rental hereafter described and upon such terms which, in Landlord’s good faith judgment, Landlord will attempt to lease the Additional Space to others; such rental being equal to the greater of (i) the Fair Market Rental therefor (as provided in Paragraph 24 above) or (ii) the escalated Rent for the Premises as determined in Paragraph 2 hereof. Tenant shall then have a period of ten (10) business days (the “Lease Election Period”) within which to elect to lease the Additional Space covered by the Lease Offer Notice on the terms set forth in the Offer Notice and to enter into a lease incorporating such terms with Landlord (the “Other Lease”), with time being of the essence. Landlord’s obligation to offer the Additional Space to Tenant shall be strictly conditioned and Tenant shall have no rights whatsoever with respect thereof or otherwise under this Paragraph 32 unless, no event of default exists under this Lease at the time of Tenant’s receipt of the Lease Offering Notice and Tenant’s election to lease the Other Premises. If Tenant does not make the aforesaid election or does not execute and deliver the Other Lease within the Lease Election Period, Landlord shall have the right to lease the Other Premises covered by the Lease Offer Notice to any other person or entity, on substantially the same monetary terms offered to Tenant or on any other terms less favorable than those offered to Tenant and Landlord shall have no further obligation under this Lease to notify Tenant should any other space on the first floor become available during the Term.
Right of Second Offer. Section 1.21 of the First Amendment is hereby modified as follows:
(a) the reference to "the eighth (8th) floor of the Building (the "SECOND RIGHT AREA")" contained in the ninth and tenth lines of Section 1.21
(a) is hereby deleted in its entirety and a reference to "the fifth (5th), seventh (7th) and eighth (8th) floors of the Building (provided with regard to the fifth (5th) and seventh (7th) floors, such Second Offer Right shall only apply to the remaining space not subject to Tenant's First Right of First Offer contained in Paragraph 14 of Rider #1 to the Original Lease) (collectively, the "SECOND RIGHT AREA")" is hereby substituted in lieu thereof;
(b) the last sentence of Section 1.21(c) is hereby deleted in its entirety and the following is hereby substituted in lieu thereof: Notwithstanding any provision of this Section 1.21 to the contrary, Tenant's Second Offer Right with respect to the Second Right Space shall be subject to whatever the rights are of other tenants in the Building, including, without limitation, all rights of Sacks, ▇▇▇▇▇▇ & Zolonz (collectively, the "PRIOR TENANTS") that exist, and are in effect, (i) with regard to that portion of the Second Right Space located on the eighth (8th) floor, as of the date of the First Amendment, and (ii) with regard to that portion of the Second Right Space located on the fifth (5th) and seventh (7th) floors, as of the date of the Second Amendment.
Right of Second Offer. Subject to the rights of Wood, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, if LL intends to lease any space on the 4th floor which is contiguous to the premises ("Option Space") during the initial or renewal term, LL shall offer such space to Tenant in writing. Such offer shall specify Base Rent at which LL would be willing to lease such space to Tenant. Tenant must accept within 10 days business days. If Tenant does not accept, LL shall be free to lease such space to another party on whatever terms and conditions it considers appropriate. Correspondence in File: ----------------------- Letter from JMB dated 5/23/90, notifying Tenant of LL intention to lease a portion of the 4thfloor, containing 1,876 sq.ft. Base Rent of $22.50/sq.ft., on month-to-month basis, with 60 day termination notice. No response .from Tenant found in file. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/021 --------------------------------------------------
Right of Second Offer. (See Paragraph 1(e)) This Lease consists of the foregoing introductory paragraphs and Basic Lease Provisions, the provisions of the Standard Lease Provisions (the “Standard Lease Provisions”) (consisting of Paragraphs 1 through 19 which follow) and Exhibits A-1 through A-4 and Exhibits B through Exhibit G, all of which are incorporated herein by this reference. In the event of any conflict between the provisions of the Basic Lease Provisions and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control.
Right of Second Offer. Landlord and Tenant acknowledge and agree that (i) the space shown on the plan attached hereto as Exhibit 1F (the “▇▇▇▇ Space”) is currently leased to Quanterix, a third party tenant, (ii) the space shown as “AVAILABLE” on the plan attached hereto as Exhibit 1G (the “Unleased Space”) is currently unleased, (iii) Landlord has the right to grant to the initial future tenant of all or at least 30,000 rentable square feet of the Unleased Space (the “Initial Tenant”) a right of first offer to lease the ▇▇▇▇ Space on whatever terms and conditions Landlord determines in its sole discretion, and (iv) if such Initial Tenant refuses, or is deemed to have refused, to accept such right of first offer, then, subject to the provisions of this Section 6.1, and provided that (A) as of the date of the ▇▇▇▇ Notice (hereinafter defined), there is no Event of Default then continuing, (B) as of the date of the ▇▇▇▇ Notice, Tenant meets the Occupancy Threshold, then Tenant shall have a one-time right of second offer to lease the ▇▇▇▇ Space in its as-is condition, broom clean, free of personal property and decommissioned in accordance with reasonable industry standards, at then-fair market rent (based on such condition) (the “▇▇▇▇ FMR”), for a term commencing on the date immediately after the date on which the current tenant of the ▇▇▇▇ Space vacates and surrenders the same (and co-terminus with the Term hereof), and otherwise upon the terms and conditions specified in the ▇▇▇▇ Notice. The provisions of this Section 6.1 shall terminate on the first to occur of the leasing of the ▇▇▇▇ Space to Initial Tenant or Tenant in accordance with this Section 6.1(a) or April 1, 2014.
Right of Second Offer. In the event Tenant leases the Additional Space in the Building pursuant to its right of second offer set forth in Paragraph 32 of the Lease or any other additional space in the Building within the twelve (12) month period following the date on which this First Amendment has been executed by both Landlord and Tenant, whichever signs later (the “Execution Date”), then, Landlord and Tenant hereby agree that any such additional space shall be subject to the same terms and conditions applicable to the Additional Premises set forth herein and the parties hereto shall enter into an amendment to the Lease confirming such terms.
Right of Second Offer. Landlord hereby grants to Tenant a one-time right of second offer to lease any space that becomes available in the Building at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (the “2001 Space”) if such space is or becomes vacant and available during the Lease Term (the “Second Offer Space”). The Second Offer Space is the subject of a Right of First Offer to an existing tenant (the “First Offer Holder”) at the Building at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. If Tenant does not lease the Second Offer Space after being offered such space in accordance with the terms of this Paragraph 1(e), Tenant shall have no further right to lease the Second Offer Space. Tenant’s right of second offer shall be on the terms and conditions set forth in this Paragraph 1(e).
Right of Second Offer. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Major Investor that is a Holder of Series A Preferred Stock (a “Major Series A Investor”) a right of second offer with respect to such Holder’s pro rata share of future sales by the Company of its Shares that Holders of Series B Preferred Stock, Holders of Series C Preferred Stock, and Holders of Series D Preferred Stock have not elected to obtain as provided in subsection 2.4(a) hereof.
(i) A Major Series A Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Shares, after satisfaction of the right of first offer set forth in subsection 2.4(a), the Company shall make an offering of such Shares to each Major Series A Investor in accordance with the following provisions:
(ii) The Company shall deliver a Notice to the Major Series A Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, (iii) the price and terms upon which it proposes to offer such Shares and (iv) the number of such Shares available to the Major Series A Investors after satisfaction of the right of first offer set forth in subsection 2.4(a).
(iii) By written notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Series A Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Major Series A Investor in respect of Series A Preferred Stock (assuming full conversion and exercise of all Series A Preferred Stock held by such Major Series A Investor) bears to the total number of shares of Common Stock of the Company then outstanding in respect of Series A Preferred Stock (assuming full conversion and exercise of all Series A Preferred Stock then outstanding). The Company shall promptly, in writing, inform each Major Series A Investor that elects to purchase all the shares available to it (a “Fully-Exercising Series A Investor”) of any other Major Series A Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully- Exercising Series A Investor may elect to purchase that portion of...