Common use of Exercise of Right of First Offer Clause in Contracts

Exercise of Right of First Offer. If Tenant receives a First Offer Notice for a First Offer Increment and desires to lease the First Offer Increment, Tenant shall, within ten (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (“Tenant’s Exercise Notice”), which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to lease the First Offer Increment on the terms set forth in the First Offer Notice or (ii) elects to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant for the First Offer Increment Tenant desires to lease. The ROFO Notice Request shall advise Landlord of which First Offer Increment Tenant elects to lease; provided, however, that the size of the First Offer Increment selected by Tenant shall not be less 30,000 rentable square feet unless the remainder of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feet, in which even the First Offer Increment shall be all of the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the subject First Offer Increment and all of the provisions of this Paragraph 59 shall apply as if the First Offer Notice was initially given under Paragraph 59.a. above without Landlord having received a ROFO Notice Request.

Exercise of Right of First Offer. If Tenant receives a First Offer Notice for a First Offer Increment and desires to lease the First Offer Increment, Tenant shall, within ten (10) Business Days after the delivery all or any part of the First Offer Notice to Tenant, notify Landlord thereof in writing (“Tenant’s Exercise Notice”), which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to Space becomes available for lease at a time when the First Offer Increment Right is in effect ("Available First Offer Space"), Landlord shall offer the Available First Offer Space to Tenant before offering it to any other party. Landlord shall offer the Available First Offer Space to Tenant by submitting to Tenant a letter of intent with respect thereto, identifying the date on which Landlord expects the Available First Offer Space to be available for occupancy by Tenant (the "First Offer Space Commencement Date"), and containing such terms and conditions as are determined by Landlord, in Landlord's reasonable discretion, acting in good faith, to be the market rate for available space in the Building and in other comparable office buildings in the northern Virginia metropolitan area. Tenant shall have the right within thirty (30) days after Tenant receives such proposed letter of intent to negotiate the terms set forth and conditions of a binding letter of intent for such Available First Offer Space (both Landlord and Tenant acting in good faith) providing for a commencement date not later that the First Offer Notice or Space Commencement Date specified in Landlord's proposed letter of intent; provided that if Landlord and Tenant fail to execute such a binding letter of intent within such thirty (ii) elects to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (1530) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the such Available First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the Space shall constitute "Rejected First Offer Increment to a third party Space" within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third partymeaning of Section 31.4 hereof. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant The term for the First Offer Increment Tenant desires to lease. The ROFO Notice Request Space shall advise Landlord of which First Offer Increment Tenant elects to leaseend on the same date as the Term for the Premises; provided, however, that the size of the First Offer Increment selected by Tenant shall not be less 30,000 rentable square feet unless the remainder of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feet, in which even the First Offer Increment shall be all of the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the subject First Offer Increment and all of the provisions of this Paragraph 59 shall apply as if the First Offer Notice was initially given under Paragraph 59.a. above without Space Commencement Date will occur within the last three Lease Years of the Term, Landlord having received a ROFO Notice Requestmay condition the lease of the Available First Offer Space to Tenant upon the extension of the Expiration Date for the entire Premises to be three (3) years from the First Offer Space Commencement Date, with Rent for such additional period being agreed to by Landlord and Tenant in the negotiation of the binding letter of intent.

Exercise of Right of First Offer. If Tenant receives The Bank Entity shall give written notice (a “Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Investor not less than twenty (20) calendar days prior (the “Bank Entity Issuance Notice Date”) to the expected consummation date of such Bank Entity Equity Security Transaction; provided that no Bank Entity Issuance Notice need be given in respect of any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the number of Bank Entity Equity Securities that are proposed to be sold by the Bank Entity in such Bank Entity Equity Security Transaction, (ii) the price at which and the other material terms and conditions on which such Bank Entity Equity Securities are proposed to be sold in such Bank Entity Equity Security Transaction and (ii) the number of Bank Entity First Offer Shares that the Investor will be entitled to purchase pursuant to Section 4(a), assuming the actual sale of all of the Bank Entity Equity Securities proposed to be sold in such Bank Entity Equity Security Transaction. At any time during the 20 calendar day period following the receipt of such a Bank Entity Issuance Notice for (the “Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Increment and desires Shares which the Investor is entitled to lease purchase by reason of such Bank Entity Equity Security Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank Entity, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Increment, Tenant shall, within ten Shares which the Investor is electing to purchase (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (a “Tenant’s Exercise Bank Entity Acceptance Notice”). Subject to the proviso set forth hereinafter in this Section 4(b) and the provisions of Section 4(c) below, which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to lease the any purchase of Bank Entity First Offer Increment on Shares by the terms Investor pursuant to this Section 4 shall be consummated concurrently with the consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to pay the purchase price, as set forth in the Bank Entity Issuance Notice, of the Bank Entity First Offer Notice or (ii) elects Shares which the Investor has elected to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant for the First Offer Increment Tenant desires to lease. The ROFO Notice Request shall advise Landlord of which First Offer Increment Tenant elects to leasepurchase; provided, however, that that, if governmental or regulatory approvals are required to be obtained by the size Investor to permit it to purchase any of such Bank Entity First Offer Shares, and such approvals are obtained within sixty (60) days after the date of the Investor’s Bank Entity Acceptance Notice, then, a second closing shall be held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Increment selected Shares will be purchased and paid for by Tenant shall not be less 30,000 rentable square feet unless the remainder of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feet, in which even the First Offer Increment shall be all of the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the subject First Offer Increment and all of the provisions of this Paragraph 59 shall apply as if the First Offer Notice was initially given under Paragraph 59.a. above without Landlord having received a ROFO Notice RequestInvestor.

Exercise of Right of First Offer. If Tenant receives The Bank Entity shall give written notice (a “Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Investor not less than twenty (20) calendar days prior (the “Bank Entity Issuance Notice Date”) to the expected consummation date of such Bank Entity Equity Security Transaction; provided that no Bank Entity Issuance Notice need be given in respect of any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the number of Bank Entity Equity Securities that are proposed to be sold by the Bank Entity in such Bank Entity Equity Security Transaction, (ii) the price at which and the other material terms and conditions on which such Bank Entity Equity Securities are proposed to be sold in such Bank Entity Equity Security Transaction and (ii) the number of Bank Entity First Offer Shares that the Investor will be entitled to purchase pursuant to Section 4(a), assuming the actual sale of all of the Bank Entity Equity Securities proposed to be sold in such Bank Entity Equity Security Transaction. At any time during the 20 calendar day period following the receipt of such a Bank Entity Issuance Notice for (the “Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Increment and desires Shares which the Investor is entitled to lease purchase by reason of such Bank Entity Equity Security Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Increment, Tenant shall, within ten Shares which the Investor is electing to purchase (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (a “Tenant’s Exercise Bank Entity Acceptance Notice”). Subject to the proviso set forth hereinafter in this Section 4(b) and the provisions of Section 4(c) below, which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to lease the any purchase of Bank Entity First Offer Increment on Shares by the terms Investor pursuant to this Section 4 shall be consummated concurrently with the consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to pay the purchase price, as set forth in the Bank Entity Issuance Notice, of the Bank Entity First Offer Notice or (ii) elects Shares which the Investor has elected to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant for the First Offer Increment Tenant desires to lease. The ROFO Notice Request shall advise Landlord of which First Offer Increment Tenant elects to leasepurchase; provided, however, that that, if governmental or regulatory approvals are required to be obtained by the size Investor to permit it to purchase any of such Bank Entity First Offer Shares, and such approvals are obtained within sixty (60) days after the date of the Investor’s Bank Entity Acceptance Notice, then, a second closing shall be held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Increment selected Shares will be purchased and paid for by Tenant shall not be less 30,000 rentable square feet unless the remainder of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feet, in which even the First Offer Increment shall be all of the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the subject First Offer Increment and all of the provisions of this Paragraph 59 shall apply as if the First Offer Notice was initially given under Paragraph 59.a. above without Landlord having received a ROFO Notice RequestInvestor.

Exercise of Right of First Offer. If Tenant receives The Bank Entity shall give written notice (a “Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Investor not less than twenty (20) calendar days prior to the expected consummation date of such Bank Entity Equity Security Transaction; provided that no Bank Entity Issuance Notice need be given in respect of any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the number of shares of Bank Entity Equity Securities that, and the price at which and the other material terms and conditions on which such shares of Bank Entity Equity Securities, are proposed to be sold in such Bank Entity Equity Security Transaction, and (ii) the number of Bank Entity First Offer Shares that the Investor will be entitled to purchase pursuant to Section 4(a), assuming that all of the shares of the Bank Entity Equity Security proposed to be sold in such Bank Entity Equity Security Transaction are actually sold. At any time during the 20 calendar day period following the receipt of such a Bank Entity Issuance Notice for (the “Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Increment and desires Shares which the Investor is entitled to lease purchase by reason of such Bank Entity Equity Security Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Increment, Tenant shall, within ten Shares which the Investor is electing to purchase (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (a “Tenant’s Exercise Bank Entity Acceptance Notice”). Subject to the proviso set forth hereinafter in this Section 4(b) and the provisions of Section 4(c) below, which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) elects to lease the any purchase of Bank Entity First Offer Increment on Shares by the terms Investor pursuant to this Section 4 shall be consummated concurrently with the consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to pay the purchase price, as set forth in the Bank Entity Issuance Notice, of the Bank Entity First Offer Notice or (ii) elects Shares which the Investor has elected to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If Tenant’s Exercise Notice does not specify whether Tenant has selected (i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord enters into a lease of the First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant for the First Offer Increment Tenant desires to lease. The ROFO Notice Request shall advise Landlord of which First Offer Increment Tenant elects to leasepurchase; provided, however, that that, if any governmental or regulatory approvals are required to be obtained by the size Investor to permit it to purchase any of the such Bank Entity First Offer Increment selected by Tenant Shares, the Bank Entity shall not be less 30,000 rentable square feet obligated to sell those Bank Entity First Offer Shares to Investor unless such approvals are obtained by Investor within sixty (60) days after the remainder date of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feetInvestor’s Bank Entity Acceptance Notice, in which even case a second closing shall be held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Increment shall Shares will be all of purchased and paid for by the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the subject First Offer Increment and all of the provisions of this Paragraph 59 shall apply as if the First Offer Notice was initially given under Paragraph 59.a. above without Landlord having received a ROFO Notice RequestInvestor.