Common use of First Refusal Right Clause in Contracts

First Refusal Right. If, at any time during the term of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity other than Tenant (the “Offeror”) to purchase the Site or either or both of the First Refusal Buildings, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property.

First Refusal Right. If, at At least 30 days prior to making any time during the term Transfer of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity any Stockholder Shares (other than Tenant pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “OfferorTransferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to purchase the Site or either or both Company and to the holders of the First Refusal BuildingsSeries B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if Tenant is not then applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Shares specified in default under this Lease, Landlord shall give the Offer Notice at the price and on the terms specified therein by delivering written notice of such offer election to Tenantthe Transferring Stockholder as soon as practical, specifying but in any event within 20 days after delivery of the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity Offer Notice. If more than one Offeree has elected to purchase the Offered Property on the terms Stockholder Shares specified in Landlord’s noticethe Offer Notice, as modified by Section 7.3 (if applicable). For purposes the number of this Section 7.2, an offer Stockholder Shares subject to each such agreement shall be considered bona fide if it is contained proportionate to such Offerees’ relative Pro Rata Share (but in a letter no event will an Offeree be obligated to purchase more than the number of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord Stockholder Shares specified in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s its election notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and or on such other reasonable and customary terms basis as the parties such Offerees shall agree. If Tenant does not accept Landlord’s offer within any one or more Offerees have elected to purchase any Stockholder Shares specified in the allotted timeOffer Notice, Landlord the sale of such Stockholder Shares shall thereafter have be consummated as soon as practical after the right to sell delivery of the Offered Property election notice(s) to the OfferorTransferring Stockholder, at but in any time event within one hundred eighty (180) 45 days after Tenant’s failure the expiration of the Election Period, subject to accept Landlord’s offerany required regulatory approvals. To the extent that the Offerees have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified in the Offer Notice and on other terms and conditions not no more favorable to the Offeror transferees thereof than offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered PropertyTransferring Stockholder.

First Refusal Right. If, at any time during the term of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity other than Tenant (the “Offeror”) The Company may elect to purchase the Site all or either or both any portion of the First Refusal Buildings, Transfer Shares at the price and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, as modified the Sale Notice by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms delivering written notice of such proposed purchaseelection to the Transferring Stockholder and the holders of Investor Shares as soon as practical but in any event within ten (10) days after the delivery of the Sale Notice. Tenant shall have If the Company has not elected to purchase all of such Transfer Shares within such 10-day period, then unless the holders of a majority of the WS Shares direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within twenty (20) days after delivery of the date Sale Notice. If more than one holder of giving of such notice by Landlord in which Investor Shares elects to accept such offer by written notice to Landlord. Upon such acceptance by Tenantpurchase the Available Shares, the Offered Property Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such electing holders. If the Company or the holders of Investor Shares have elected to purchase any Transfer Shares pursuant to this Section 2B, such Transfer(s) shall be sold consummated as soon as practical after the delivery of the election notice(s) to Tenant on the terms set forth Transferring Stockholder, but in Landlord’s notice, as modified by Section 7.3 hereof any event within fifteen (if applicable), 15) days after the expiration of the Election Period. To the extent that the Company and the parties shall promptly execute an agreement containing holders of Investor Shares have not elected to purchase, collectively, all of the terms Transfer Shares, the Transferring Stockholder may, during the 90-day period following the expiration of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does Election Period (but not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty thereafter) and subject to the provisions of Section 2C below, transfer pursuant to this Section 2B all of the Transfer Shares specified in the Sale Notice to the transferee(s) identified in the Sale Notice for (180i) days after Tenant’s failure to accept Landlord’s offer, at a an amount of cash no less than the price specified in the Sale Notice and on (ii) other terms and conditions not no more favorable to the Offeror transferee(s) thereof than the price and other terms of the original offer specified in Landlord’s said noticethe Sale Notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property Notwithstanding anything herein to the Offeror within one hundred eighty contrary, as used in this Section 2B, the term "Transfer Shares" shall in no event include Investor Transfer Shares unless such Transfer Shares are being transferred by an Investor to any other Stockholder (180) days, this First Refusal Right shall reattach to the Offered Propertyother than an Investor).

First Refusal Right. IfExcept as provided in Section 7.1.3 hereof, if, at anytime a Member shall desire to Transfer all or any time during portion of its Membership Interest or Economic Interest (or any part thereof or beneficial interest therein), including by NHP/PMB pursuant to the term exercise of its rights under the Put Agreement (such offered interest being hereinafter referred to as the “ROFO Interest”), it shall first offer the ROFO Interest to the other Members in accordance with this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity other than Tenant Section 7.1.2 (the “OfferorRight of First Refusal”). In such event, the Transferring Member shall first deliver to the other Members a written notice (the “ROFO Offer Notice”) stating (a) the exact interest to be Transferred as the ROFO Interest, (b) the name of the proposed Assignee, (c) the purchase price, and (d) the terms for payment; provided, however, that if NHP/PMB shall exercise its rights under the Put Agreement, then the ROFO Offer Notice to be delivered to the other Members shall be a written notice of NHP/PMB’s exercise of its rights under the Put Agreement, together with the purchase price to be paid by PMB, LLC (or its assignee) thereunder. Within fifteen (15) days after receipt of the ROFO Offer Notice, any one (1) or more of the other Members may, at their option, exercisable in writing by an irrevocable notice, elect to purchase the Site or either or both of ROFO Interest for the First Refusal Buildings, purchase price and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlordthe ROFO Offer Notice, which purchase shall be consummated within forty-five (45) days of the delivery of the notice of such election (or such earlier or later date as the Members may agree). The closing of such a purchase shall be held at the principal office of the Company and the owner of the ROFO Interest being sold shall transfer such interest free and clear of all liens, security interests and competing claims and shall deliver such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interests or competing claims as the purchaser hereunder shall reasonably request. If more than one Member elects to purchase the offered ROFO Interest pursuant to the Right of First Refusal, the right to purchase such ROFO Interest shall be apportioned to such electing Members in proportion to their Percentage Interests, or in such different proportions as may be agreed on by them in writing, provided that all of the ROFO Interest offered pursuant to the ROFO Offer Notice must be purchased. All the Members who exercise the Right of First Refusal hereunder, shall only be severally liable for the purchase price in the proportion of their purchase; provided, however, that should any Member fail to purchase their agreed upon or designated share of the offered ROFO Interest, the other electing Members shall purchase their prorata portion of such ROFO Interest (so that the entire ROFO Interest is purchased). If none of the other Members elect to purchase the ROFO Interest pursuant to the Right of First Refusal provided in this Section 7.1.2, then the Transferring Member may Transfer the Membership Interest or Economic Interest being offered to the proposed Assignee in the ROFO Offer Notice to such Assignee. Nevertheless, except as otherwise provided in Section 7.1.3 hereof, the Assignee shall become a Substituted Member only with the consent of the Managing Member, or, if the Managing Member is the Transferring Member, with the consent of a Majority of the Non-Managing Members, which consent, in either such case, may be given or withheld in each such Member’s noticesole and absolute discretion. In the event that NHP/PMB, as modified by Managing Member, seeks the consent of a Majority of Non-Managing Members under the preceding sentence with respect to an Assignee other than PMB, LLC, and such consent is not provided within thirty (30) days, NHP/PMB shall be permitted to Transfer all of its Membership Interest to PMB, LLC in accordance with Section 7.3 7.1.3(d) hereof (provided that if applicable)NHP/PMB’s entire Membership Interest is greater than the ROFO Interest previously offered, and the parties then such Transfer of NHP/PMB’s entire Membership Interest shall promptly execute an agreement containing first be subject to another Right of First Refusal in accordance with the terms of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered PropertySection 7.1.2).

First Refusal Right. If, at any time during the term of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity other than Tenant (the “Offeror”) The Company may elect to purchase the Site all or either or both any portion of the First Refusal Buildings, Transfer Shares at the price and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “Offered Property”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, as modified the Sale Notice by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms delivering written notice of such proposed purchase. Tenant shall have twenty (20) election to the Transferring Stockholder and the holders of Investor Shares as soon as practical but in any event within ten days after the date delivery of giving the Sale Notice. If the Company has not elected to purchase all of such notice by Landlord in which to accept Transfer Shares within such offer ten-day period, then unless the Majority WS Holders direct otherwise by written notice to Landlord. Upon such acceptance by Tenantthe Company, the Offered Property shall be sold holders of Investor Shares may elect to Tenant purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms set forth and conditions specified in Landlord’s noticethe Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Sale Notice. If more than one holder of Investor Shares elects to purchase the Available Shares, the Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such electing holders. If the Company or the holders of Investor Shares have elected to purchase any Transfer Shares pursuant to this Section 2B, such Transfer(s) shall be consummated as modified by Section 7.3 hereof (if applicable)soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the parties shall promptly execute an agreement containing holders of Investor Shares have not elected to purchase, collectively, all of the terms Transfer Shares, the Transferring Stockholder may, during the 90-day period following the expiration of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does Election Period (but not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty thereafter) and subject to the provisions of Section 2C below, transfer pursuant to this Section 2B all of the Transfer Shares specified in the Sale Notice to the transferee(s) identified in the Sale Notice for (180i) days after Tenant’s failure to accept Landlord’s offer, at a an amount of cash no less than the price specified in the Sale Notice and on (ii) other terms and conditions not no more favorable to the Offeror transferee(s) thereof than the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered PropertySale Notice.

First Refusal Right. If, at any time during the term of this Lease, ------------------- Landlord receives and wishes to accept a bona fide, fide written offer from a person --------- or entity other than Tenant (the “"Offeror”") to purchase the Site or either or both of the First Refusal Buildings, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “"Offered Property”"), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s 's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is --------- contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s 's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s 's said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s 's offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant’s 's failure to accept Landlord’s 's offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord’s 's said notice. If Tenant does not accept Landlord’s 's offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property.

First Refusal Right. If, at At least 30 days prior to making any time during the term Transfer of this Lease, Landlord receives and wishes to accept a bona fide, written offer from a person or entity any Stockholder Shares (other than Tenant a Public Sale or a Permitted Transfer under Section 3(c) above), a Stockholder (the “Offeror”"Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to purchase the Site or either or both Company and each other Stockholder. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the First Refusal BuildingsTransfer and the identity of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Stockholder Shares specified in the Offer Notice at the price and if Tenant is not then in default under this Lease, Landlord shall give on the terms specified therein by delivering written notice of such offer election to Tenant, specifying the material terms on which Transferring Stockholder and the Offeror proposes other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares within such building or specified portion thereof ten-day period, each Stockholder (together with the “Offered Property”), and shall offer to Tenant Company if the opportunity Stockholders electing to purchase Stockholder Shares consent to the Offered Property Company's participation in such purchase) may elect to purchase all (but not less than all) of his, her or its Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in Landlord’s notice, as modified any event within 15 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by Section 7.3 (if applicable). For purposes the end of this Section 7.2, an offer such 15-day period shall be considered bona fide if it is contained in a letter reoffered for the five-day period prior to the expiration of intent or other writing signed the Election Period by the Offeror and specifies Transferring Stockholder on a pro rata basis to the material terms of Stockholders who have elected to purchase their Pro Rata Share and, if there are any such proposed purchase. Tenant shall have twenty (20) days Stockholder Shares remaining after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenantallocation, the Offered Property Company shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell purchase such remaining Stockholder Shares; provided that in each case the Offered Property Transferring Stockholder receives notice of such Stockholder's and/or the Company's election during the Election Period. If the Company or any Stockholder elects to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the OfferorTransferring Stockholder, at but in any time event within one hundred eighty (180) 15 days after Tenant’s failure the expiration of the Election Period. To the extent that the Company and the Stockholders other than the Transferring Stockholder have not elected to accept Landlord’s offerpurchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of paragraph 3 above, transfer such Stockholder Shares to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms and conditions not no more favorable to the Offeror transferees thereof than offered to the Company and the Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Stockholders other than the Transferring Stockholder under this paragraph 4 prior to any subsequent Transfer. The purchase price and other terms specified in any Offer Notice shall be payable solely in cash at the closing of the original offer specified transaction or in Landlord’s said noticeinstallments over time. If Tenant does not accept Landlord’s offer Other than Permitted Transfers under Section 3(c) and Landlord does not sell the Offered Property pledges permitted pursuant to the Offeror within one hundred eighty (180) daysparenthetical set forth in the proviso of the initial sentence of Section 3(a), this First Refusal Right shall reattach no Stockholder Shares may be pledged without the prior written consent of the Stockholders which consent may be withheld in their sole discretion and except on terms and conditions satisfactory to the Offered PropertyOriginal Stockholder. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares owned by the Stockholders. The provisions of this paragraph 4 shall terminate automatically and be of no further force and effect upon a Public Offering.