Common use of Grant of Right of First Refusal Clause in Contracts

Grant of Right of First Refusal. If at any time during the five years following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.

Grant of Right of First Refusal. Except as otherwise provided herein, Lessee shall have an on-going right of first refusal with respect to any proposed sale, conveyance or other transfer, whether direct or indirect of all or any portion of the Property. If at Lessor proposes to sell, convey or otherwise transfer, whether directly or indirectly, all or any time during portion of the five years following the Operational Separation Date Keysight desires Property, Lessor shall first deliver to accept an offer from any Lessee a bona fide third party (an “Offer”) to purchase any and comprehensive letter of intent, memorandum or other like instrument, signed by both Lessor and the Owned Properties (the “ROFR Property”)proposed transferee, Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set setting forth all the material terms and conditions of the Offerproposed transaction, including, without limitation, price, payment terms, closing date, feasibility period, any option, lease or other rights, all contingencies, representations and warranties, releases and other material covenants with reasonably specificity (the "ROFR Notice"). Agilent Lessor represents and warrants that the terms and conditions specified in the ROFR Notice shall have 30 been arrived at through arms-length negotiations with a bona fide, willing and able transferee. Within five (5) business days from the after Lessee's receipt of the Notice in which ROFR Notice, Lessee shall have the right to elect give written notice to Lessor notice (the "ROFR Acceptance Notice") of its election to purchase the ROFR Property, Property at the same price and on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or ROFR Notice. Any provision herein to the contrary notwithstanding, the ROFR Notice shall be transmitted by Lessor to Lessee by means of all of the following (i) certified mail with return receipt requested; (ii) the allocated value of the ROFR Property as of the Operational Separation Datefacsimile transmission; and, (iii) email to xxxxx@xxxxxxx.xxx. Such election The address or facsimile number for any such transmission shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract same as set forth for a sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained notices in the Offer or on terms materially more favorable to the third party purchaser than that contained Purchase Agreement and can be changed in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal same manner set forth in this Section 2.14 (the “ROFR”) shall not apply to Purchase Agreement. Lessee's email address for purposes of receiving the transfer ROFR Notice can be changed in the same manner as changes of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.address can be effected as set forth

Grant of Right of First Refusal. If at Tenant is not then in monetary or material non-monetary default under any time term or provision of this Lease beyond the expiration of the applicable cure period, Tenant shall have a right of first refusal (“Right of First Refusal”) during the five years following initial Lease Term to lease the Operational Separation Date Keysight desires to accept an offer from any bona fide space on the third party (an “Offer”) to purchase any floor of the Owned Properties 4400 Building (the “ROFR PropertyRight of First Refusal Space”) on the following terms and conditions: If Landlord receives a proposal (which may be in the form of a non-binding letter of intent, memorandum of understanding or other written proposal) from another party that is not a tenant in the Project to lease all or a portion of the Right of First Refusal Space only (i.e., not any other space in the Project) on terms acceptable to Landlord in its sole and absolute discretion (the “Third Party Proposal”), Keysight then Landlord shall notify Agilent Tenant in writing of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent such Third Party Proposal, and Tenant shall have 30 seven (7) business days from the after receipt of the Notice Third Party Proposal to provide written notice to Landlord, which notice shall be unconditional and irrevocable, that Tenant elects to lease the Right of First Refusal Space described in which to elect to purchase the ROFR Property, on Third Party Proposal upon the same identical terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) Third Party Proposal and, to the allocated value extent not inconsistent therewith, upon all of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of the ROFR Property containing all terms and conditions of the Offer made this Lease. The failure of Tenant to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent provide written notice of acceptance within said time period shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right be deemed an election by Tenant not to accept the OfferThird Party Proposal. Notwithstanding the foregoing or anything to the contrary in this Lease, but Tenant’s Right of First Refusal shall not accept any Offer at apply only if the Third Party Proposal is for the lease of all or a price that is less than ninety five percent (95%) portion of the price contained Right of First Refusal Space only, and not for any other space in the Offer Project. If Landlord receives a Third Party Proposal to lease all or on terms materially more favorable to a portion of the third party purchaser than that contained Right of First Refusal Space along with any other space in the Offer4400 Building or any other building in the Project, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right then Tenant’s Right of first refusal set forth in this Section 2.14 (the “ROFR”) First Refusal shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entitysuch Third Party Proposal.

Grant of Right of First Refusal. (a) The Company agrees that it will not sell, lease, transfer, assign or otherwise alienate, by operation of law or otherwise, the assets or business of any Store (the foregoing being collectively referred to as a "Store Sale"), except for (i) sales of inventory and equipment in the ordinary course of business, (ii) sales of Stores in transactions accounted for as sale-leasebacks in accordance with generally accepted accounting principles, where the term of the Company's lease for such Store is reasonably expected to extend beyond the term of this Agreement, (iii) sales of Stores (including, without limitation, the Company's Xxxxxxxx Store) that have been or will be replaced by another Store, which replacement Store is located within the marketing area of the Store to be sold and (iv) bona fide sales made in compliance with subsection (c) of this Section. (b)(i) The Shareholders jointly and severally agree that they will not sell, transfer, pledge, hypothecate, divide, assign, grant options on or otherwise alienate, by operation of law or otherwise, any shares of voting common stock of the Company (the foregoing being collectively referred to as a "Stock Transfer"), and (ii) the Company and the Shareholders jointly and severally agree that the Company will not issue any additional shares of its voting common stock or grant any rights, options or warrants with respect to any shares of its voting common stock (the foregoing being collectively referred to as a "Stock Issuance"), except for (A) Stock Transfers and Stock Issuances which do not, individually or in the aggregate, result in a Change in Control, (B) Stock Issuances pursuant to employee benefit plans or arrangements or pursuant to a bona fide public offering registered under the Securities Act of 1933, as amended, (C) Stock Transfers by will or by operation of the laws of descent or distribution upon the death of the Shareholder, provided that such shares shall remain subject to the terms of this Section, and (D) Stock Issuances and Stock Transfers pursuant to a bona fide sale made in compliance with subsection (c) of this Section. (c) The Company and the Shareholders jointly and severally agree that before any Store Sale, Stock Transfer or Stock Issuance not otherwise permitted by subsections (a) or (b) hereof, the Company or the Shareholder, as the case may be, will first deliver a written offer of sale with respect thereto to Richfood. If at any time during the five years within twenty (20) days following the Operational Separation Date Keysight desires to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”), Keysight shall notify Agilent delivery of such offer, in writingRichfood and the Company or the Shareholder, which notification (as the “Notice”) shall set forth case may be, are unable to reach agreement as to the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that for the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”), and within 30 days thereafter the parties shall enter into a formal contract for a sale of such Store or Shares by Richfood, then the ROFR Property containing all terms and conditions of Company or the Offer made Shareholder may offer such Store or Shares for sale to Keysight, except as the parties may otherwise mutually agreeany other person. In the event that Agilent the Company or the Shareholder receive a bona fide offer to purchase such Store or Shares from a third party that the Company or the Shareholder considers acceptable, the Company or the Shareholder shall fail deliver another written offer to give Richfood to sell such Store or Shares to Richfood, specifying the Election Notice to Keysight within 30 terms of such bona fide offer and identifying the person or persons by whom such offer was made. Richfood shall have twenty (20) days from the following receipt of Noticesuch reoffer to purchase such Store or Shares on the terms of such bona fide offer. Richfood's acceptance of any offer or reoffer shall be made by delivery of written notice to the Company or the Shareholder, as the case may be, in accordance with Section 7 hereof. Any Store or Shares not purchased by Richfood following a reoffer may be sold to the person identified as having made the bona fide offer in accordance with the terms thereof; provided, however, that if Agilent fails such sale is not consummated within ninety (90) days after the date of the expiration of the reoffer to enter into a contract for sale as provided hereinRichfood, then Keysight shall have the Company's and the Shareholder's right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, consummate such sale without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in complying with this Section 2.14 (the “ROFR”) subsection shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entityterminate.

Grant of Right of First Refusal. If at any time Upon and subject to the terms and conditions set forth in this Xxxxxxxxx 00, Xxxxxxxx hereby grants to Tenant a continuous right of first refusal (the."Right of First Refusal") covering all the office space in the Building located upon the third (3rd) through the fifteenth (15th) floors (both inclusive) of the Building (the "Offer Space") throughout th Term. In the event Landlord shall desire to lease all or part of the Offer Space (whether or not as part of a larger space) during the five years following Term, as evidenced by the Operational Separation Date Keysight desires issuance of a proposal to accept an offer a third party by or on behalf of Landlord covering such space, or Landlord's acceptance of a proposal from any bona fide a third party (either of the proposals being herein referred to as an “Offer”"Acceptable Proposal"), Landlord shall first and promptly offer to lease such Offer Space that Landlord is offering to third parties ("Designated Refusal Space'') to purchase Tenant, by giving written notice ("Landlord's Refusal Notice") to Tenant. Landlord's Refusal Notice shall identify the Designated Refusal Space, state the Designated Refusal Space Rate (as hereinafter defined) for the Designated Refusal Space and the allowance for improvements to the Designated Refusal Space ("Designated Refusal Space Allowance") shall specify any included parking rights and shall specify the date such Designated Refusal Space is expected to be available for commencement of construction of improvements, the expiration date of the Owned Properties (lease of the “ROFR Property”), Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the Designated Refusal Space and all other material terms and conditions of the Offerproposed lease transaction, including parking rights (if any). Agilent shall have 30 Within seven (7) business days from the receipt of the Notice in which to elect to purchase the ROFR Propertyafter Landlord gives Tenant such notice, on the same terms and conditions as those contained in the OfferTenant shall, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) the allocated value of the ROFR Property as of the Operational Separation Date. Such election shall be made by written notice to Keysight Landlord (the “Election "Refusal Exercise Notice”"), and elect or decline to exercise its Right of First Refusal and, with respect to any Refusal Exercise Notice delivered within 30 days thereafter twenty-seven (27) months after the parties Commencement Date, Tenant shall enter into a formal contract for a sale select its desired Designated Refusal Space Rate from the two rates provided in Landlord's Refusal Notice pursuant to subparagraph 31(k). Tenant shall have no right to lease less than the entire Designated Refusal Space. If Tenant fails to give such notice to Landlord within such seven (7) business day period, Tenant shall be deemed to have declined to exercise its Right of First Refusal with respect to such Designated Refusal Space. Notwithstanding the foregoing, Tenant shall have no right to exercise the Right of First Refusal (and, at Landlord's option, any previous exercise of the ROFR Property containing all terms Right of First Refusal shall be null and conditions void) if Tenant is in default (after expiration of any applicable cure period) under this Lease at any time when it attempts to exercise the Offer made Right of First Refusal or at any time thereafter until such Designated Refusal Space has been added to Keysightthe Premises. If Tenant declines or is deemed to have declined to exercise the Right of Refusal, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight Landlord thereafter shall have the right to accept lease such Designated Refusal Space to the Offerprospective tenant, but upon such terms and conditions and for such period or successive periods of time as Landlord, in its sole discretion, shall determine; provided, however, that (i) the overall economic terms of any lease with the prospective tenant shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained in the Offer or on terms materially be substantially more favorable to the third party purchaser prospective tenant than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal terms set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx XxxxxxLandlord's Refusal Notice, Xxxxxxxx, Xxxxxxxx, and (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zonethe lease with the prospective tenant shall be fully executed within six (6) months after the date of delivery of the Landlord's Refusal Notice to Tenant or the date of expiration or termination of any lease affecting any portion of such Designated Refusal Space in the event such prospective tenant (or any of its affiliates) is then a tenant of any portion of the Designated Refusal Space, 11900 Bayan Lepas, Penang, Malaysia whichever date is later. In the event a lease with the prospective tenant has not been fully executed within the time period provided in clause (the “Penang Site”ii), and (iii) any Owned Properties Landlord shall not be permitted to any Affiliate lease such Designated Refusal Space without again providing a Landlord's Refusal Notice in compliance with the provisions of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entitythis subparagraph 31(a).

Grant of Right of First Refusal. If at any time Landlord hereby grants to Tenant the exclusive and irrevocable right of first refusal ("Right of First Refusal"), exercisable during the five years following the Operational Separation Date Keysight desires First Refusal Term, if Landlord proposes to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR Property”)effect a Property Transfer, Keysight shall notify Agilent of such offer, in writing, which notification (the “Notice”) shall set forth the material terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, Subject Property included in any Sale Agreement or Term Sheet at the price and on the same terms and conditions as those contained set forth in the OfferSale Agreement or Term Sheet. Landlord shall deliver a copy of such Sale Agreement or Term Sheet, except certified by Landlord as being true and correct, to Tenant promptly after execution thereof. Tenant shall have such Right of First Refusal for thirty (30) calendar days after receipt of a copy of such Sale Agreement or Term Sheet, after which, if not exercised by Tenant, the Right of First Refusal shall terminate as to such Sale Agreement or Term Sheet; provided, however, that the Right of First Refusal shall not terminate and the First Refusal Term shall be extended, as provided below, if (a) Landlord (or the City) amends the Sale Agreement or issues a revised Term Sheet, that reduces the purchase price for the ROFR Subject Property if Agilent elects to purchase by more than five percent (5%), changes the ROFR Property will be payment terms, extends the lesser time for closing, or makes any other material changes in the terms of the transaction described in the previously submitted Sale Agreement or Term Sheet, or (ib) Landlord enters into a Sale Agreement with a purchaser not identified in the Term Sheet, or (c) the purchase price Sale Agreement is assigned by the original purchaser to an unaffiliated third party. Landlord must give Tenant written notice of the event described in the preceding sentence and Tenant shall have thirty (30) calendar days after receipt of such notice and copies of all documentation with respect thereto requested by Tenant in which to exercise the Right of First Refusal (and the First Refusal Term shall be extended through the end of such 30-day period). If the sale contemplated by any Sale Agreement or Term Sheet fails to close within three (3) months of the date thereof, Landlord shall be required again to comply with the provisions of this Article 14 before selling the Subject Property. If Tenant does exercise the Right of First Refusal, Tenant's acquisition of the Subject Property shall be on terms no less favorable to Tenant than those set forth in the Offer Sale Agreement or (ii) Term Sheet; provided that if the allocated Sale Agreement or Term Sheet includes any non-cash consideration, Tenant may pay cash equal to the fair market value of the ROFR Property as such non-cash consideration in lieu of the Operational Separation Date. Such election shall be made by written notice to Keysight (the “Election Notice”)such non-cash consideration, and within 30 days thereafter in any event the parties closing shall enter into a formal contract for a take place at the Title Company. Landlord and Tenant agree that sale of the ROFR Property containing all terms and conditions of the Offer made to Keysight, except as the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of Notice, or if Agilent fails to enter into a contract for sale as provided herein, then Keysight shall have the right to accept the Offer, but shall not accept any Offer at a price that is less than ninety five percent (95%) of the price contained included in the Offer or on terms materially more favorable to the third party purchaser than that contained in the Offer, without again granting Agilent the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entityTerm Sheet must be commercially reasonable.

Grant of Right of First Refusal. If at any time In the event that, during the five years following Lease Term, Landlord receives an offer to purchase all or any portion of the Operational Separation Date Keysight desires Premises on terms Landlord is willing to accept an offer from any bona fide third party (an “Offer”) to purchase any of the Owned Properties (the “ROFR PropertyInterest at Issue”), Keysight then Landlord shall notify Agilent Tenant of such offer, decision or action in writingwriting (the "ROFR Notice"), which notification (ROFR Notice shall include the “Notice”) copy of the written offer acceptable by Landlord, and Tenant shall set forth have the material first right to purchase the Interest at Issue for the purchase price and on the terms and conditions of the Offer. Agilent shall have 30 days from the receipt of the Notice in which to elect to purchase the ROFR Property, on the same terms and conditions as those contained in the Offer, except that the purchase price for the ROFR Property if Agilent elects to purchase the ROFR Property will be the lesser of (i) the purchase price set forth in the Offer or (ii) ROFR Notice and otherwise, pursuant to the allocated value provisions of this Section 1.2. Following Landlord’s delivery to Tenant of the ROFR Property as of Notice, Tenant may exercise the Operational Separation Date. Such election shall be made first right to purchase the Interest at Issue ("ROFR") by giving written notice to Keysight Landlord (the “Election "ROFR Acceptance Notice”), and ") within 30 thirty (30) days thereafter the parties shall enter into a formal contract for a sale of its receipt of the ROFR Property containing all Notice that Tenant desires to exercise the ROFR upon the terms contained in the ROFR Notice. If Tenant timely gives its ROFR Acceptance Notice to Landlord, then Landlord and conditions Tenant shall, within ten (10) business days after Xxxxxxxx’s receipt of the Offer made ROFR Acceptance Notice, enter into negotiations on a purchase and sale agreement and diligently cooperate in good faith to Keysightexecute and deliver a purchase agreement (the "Purchase Agreement") by no later than thirty (30) business days after the delivery of the ROFR Acceptance Notice, which Purchase Agreement shall include the terms set forth in the ROFR Notice and shall otherwise be on market terms, except as agreed by Landlord and Tenant. If Landlord does not timely receive the parties may otherwise mutually agree. In the event that Agilent shall fail to give the Election Notice to Keysight within 30 days from the receipt of ROFR Acceptance Notice, Xxxxxx’s ROFR shall be deemed waived as to that ROFR Notice and of no further force or if Agilent fails to enter into a contract for sale as provided herein, then Keysight effect and Landlord shall have the right to accept sell, convey, assign or transfer the Offer, but shall Interest at Issue in its sole and absolute discretion to any party it desires on any terms it desires for an effective purchase price which is not accept any Offer at a price that is less than ninety ninety-five percent (95%) of the purchase price contained in the Offer ROFR Notice previously delivered by Landlord to Tenant (taking into account all economic terms of the proposed sale transaction). Notwithstanding the immediately preceding sentence, in the event that: (i) during the six (6) month period following Xxxxxx’s failure to timely or on terms materially more favorable properly deliver a ROFR Acceptance Notice, if Landlord intends or attempts to enter into an agreement for sale of the third party purchaser Interest at Issue for an effective purchase price which is less than that ninety- five percent (95%) of the purchase price contained in the Offer, without again granting Agilent ROFR Notice previously delivered by Landlord to Tenant (taking into account all economic terms of the right to purchase the ROFR Property as aforesaid. The right of first refusal set forth in this Section 2.14 (the “ROFR”) shall not apply to the transfer of (i) that certain Owned Property located at 000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, (ii) that certain Keysight Owned Leaseback Property located at Beyan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang, Malaysia (the “Penang Site”proposed sale transaction), and (iii) any Owned Properties to any Affiliate of Keysight, the sale by Keysight or all or substantially all of its assets, or any merger, consolidation or reorganization of Keysight into or with another entity.or