First Refusal Right Sample Clauses

First Refusal Right. 21.1 Subject to the Lessee’s full compliance with all the terms provided herein and without any occurrence of the Event of Default during the Lease Term and/or Extended Lease Term (including their date of expiration), the Lessor hereby grants to the Lessee a non-assignable and non-transferable right to purchase all, but not less than all, of the Leased Facilities during the Lease Term and/or Extended Lease Term (unless is earlier terminated) in the event that the Lessor determines to sell the Leased Facilities. The Lessor will provide the Lessee a written notice (the “First Refusal Right Notice”) indicating the price and other terms and conditions for such sale (the “Offered Purchase”), and the Lessee shall irrevocably respond to the Lessor in writing within fifteen (15) business days of the Lessor’s notice ensuring the Lessee’s decision to buy accordingly. Failure to respond the Lessor in accordance with the aforesaid shall be deemed that the Lessee has elected not to exercise such rights and Lessee’s first refusal rights provided under this Article 21 shall be deemed waived and immediately expire. The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and conditions offered by the Offered Purchase. It is expressly understood by the parties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, on the part of the Lessor and that the Lessor sells the Leased Facilities hereunder on a “AS IS,” “WHERE IS” basis. 21.2 If the Lessee elects not to purchase the Leased Facilities according to Article 21.1, then Lessor shall have the right to sell to the Leased Facilities on the terms and conditions specified in the First Refusal Right Notice. Lessee’s right provided in this Article shall not apply to any sublessee or assignee unless agreed by the Lessor in writing. The Parties agree to have the Agreement to be notarized by the public notary institutions chose by the Parties, cost of which shall be shared by the Parties 50-50.

First Refusal Right. (a) For purposes of this Section 1.3, the term “First Refusal Space” shall mean, as the context may require, any one or more of the following four spaces individually or all four of such spaces collectively: (i) the space of approximately 10,462 square feet commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and presently occupied by Farmers Insurance: (ii) the space of approximately 6.489 square feet commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ and presently occupied by Gryphon Sciences; (iii) the space of approximately 24,725 presently occupied by ViroLogic, Inc. on the easterly end of the building commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; and (iv) the building commonly known as ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, presently occupied by Cytokinetics, Inc., and containing approximately 50,195 square feet (the “280 East Grand Building”). The four spaces constituting the First Refusal Space are designated as such on the Site Plan.

First Refusal Right. KBS shall provide written notice to the Company containing all of the terms and conditions of the required Services (a “Service Notice”), and the Company shall be entitled to provide such Services on such (or better) terms and conditions. If the Company intends to exercise its first refusal right, it must deliver to KBS a commitment (a “Service Commitment”) to do so as soon as practicable and in no event later than thirty (30) days after receipt of the Service Notice from KBS or its subsidiaries. If the Company fails to provide a Service Commitment within the 30-day period or waives its first refusal right prior to that time, then KBS will be free to obtain such Services from any third party. All Services to be provided by the Company pursuant to this Agreement shall be provided by the Company in its sole discretion.

First Refusal Right. During the period ending 30 days after the receipt of the First Refusal Notice by Customer, Customer shall have the absolute right to enter into an agreement with Owner on terms similar to the Offered Agreement in all material respects (a “ROFR Agreement”). If in its sole discretion Customer elects to exercise such right, Customer shall deliver written notice of its election to enter into such ROFR Agreement.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations...

First Refusal Right. No party will sell, transfer or otherwise dispose of any of the shares of SNW at any time (other than to majority owned subsidiaries of that party) unless the other parties shall have been given the opportunity, in the following manner, to purchase (or cause a corporation, entity, person or group designated by them to purchase) such shares: a. The selling party shall notify the other parties in writing of such intention, specifying the shares proposed to be disposed of and the proposed terms thereof. b. The other parties shall have the right, exercisable by written notice given by them to the selling party within 30 days after receipt of such notice of intention, to purchase (or to cause a corporation, entity, person or group designated by them to purchase) all or any part of the shares specified in such notice of intention on the terms and at the price set forth therein. c. If the other parties exercise their right of first refusal hereunder, the closing of the purchase of the shares with respect to which such right has been exercised shall take place within 60 days after the other parties give notice of such exercise. d. If the other parties do not exercise their right of first refusal hereunder within the time specified for such exercise, the selling party shall be free during the period of 60 days following the expiration of such time for exercise to sell the shares to the purchaser specified in such notice of intention at the price specified therein or at any price in excess thereof. Any shares not sold by the selling party within said 60 day period shall continue to be subject to the provisions of this Section 12. e. If the other parties shall designate another corporation, entity, person or group as the purchaser pursuant to this Section 12, the giving of notice of acceptance of the right of first refusal by the other parties shall constitute a legally binding obligation of the other parties to complete such purchase if such other corporation, entity, person or group shall fail to do so. f. The right of any party to sell its shares to a third party shall be subject to the condition that any such purchaser agree in writing to be bound by all of the terms and conditions of this Agreement.

First Refusal Right. If during the Term (i) no event of default in respect of Tenant, as defined in Section 12.01, has occurred and is continuing, (ii) the space on floor 1 of the Building currently leased by First Capital Bank becomes available for lease, and (iii) McGuireWoods, LLP and ▇▇▇▇▇▇▇▇▇ & Company LLC, and their successors or assigns, do not wish to lease such space, then Landlord shall make an offer (the “Offer”) to lease such space, including the ATM location of First Capital Bank in the Building (the “First Refusal Space”) to Tenant. The Offer shall be in writing and shall specify the square footage, availability date and terms on which Landlord would lease the First Refusal Space to Tenant. Tenant shall have fifteen (15) Business Days after receipt of any such notice to elect to lease the First Refusal Space offered on the terms offered. “

First Refusal Right. The Registrant (and/or any person designated by the Registrant) shall thereupon have the option exercisable by written notice delivered to the Holder within five (5) business days after the receipt of the Registration Notice proposed to be so sold for cash at a price equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares, subject to Section 2(f) hereof.

First Refusal Right. 2 2C. Participation Rights. .......................................... 3 2D.