Offer Procedure Clause Samples

Offer Procedure. 34.2.1 If at any time during the Term of this Lease (as the same may be extended), Landlord desires to sell, convey or otherwise transfer the entirety of the Project, or one hundred percent (100%) of the direct or indirect ownership interests in Landlord, to an unaffiliated third party buyer (a “Project Transfer”), and on the condition that Tenant is still the original Tenant under this Lease (or a Permitted Assignee) and occupies at least eighty percent (80%) of the original Premises, then Landlord shall first give written notice (the “Purchase Offer Notice”) to Tenant of such proposed Project Transfer. The Purchase Offer Notice shall state (a) the purchase price, (b) the sale structure Landlord will require, taking into account tax and other considerations which may, for example, require a sale of REIT shares but in any event shall be the same structure Landlord will offer to other buyers in the event Tenant does not deliver an Acceptance Notice pursuant to Section 34.2.2 below, (c) the amount of any e▇▇▇▇▇▇ money deposit (which shall not be greater than five percent (5%) of the purchase price), (d) the length of any due diligence period (which shall not be less than thirty (30) days) pursuant to which Tenant may terminate the Purchase Agreement (as defined below) for any reason in its sole and absolute discretion and receive its e▇▇▇▇▇▇ money deposit, (e) the date of closing (which shall not be earlier than fifteen (15) days after waiver or expiration of the due diligence period), (f) the place for close of escrow, (g) the allocation of the expenses of closing between Landlord and Tenant, (h) the responsibilities for examination of the title to the Project being offered in connection with the Project Transfer and for issuance of title insurance to Tenant, (i) the responsibility for delivery of a survey, if any, and (j) other material terms and conditions of the proposed Project Transfer. 34.2.2 Upon receipt of the Purchase Offer Notice, Tenant shall have the right, for a period of ten (10) business days (the “Acceptance Period”) to exercise the Right of First Offer to Purchase by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to purchase the Project (or if applicable one hundred percent (100%) of the direct or indirect ownership interests in Landlord being offered) upon the terms and conditions contained in the Purchase Offer Notice. Tenant shall deposit with Landlord or Landlord’s escrow officer designated in the Purchase Offe...

Offer Procedure. (a) A Non-selling Shareholder to which an offer is made pursuant to Section 14.2 above shall have thirty (30) days from the date of receipt of the offer within which to accept such offer. If more than one Non-selling Shareholder wishes to purchase Common Stock, each may purchase a portion of the offered shares equal to its Percentage Interest divided by the Percentage Interest of all Non-selling Shareholder desiring to purchase the shares. In the event that any Non-selling Shareholder fails to purchase their maximum portion of the offered Common Stock, such Non-selling Shareholder will notify the other Non-selling Shareholder, and the Non-selling Parties which desire to purchase such Common Stock shall have an ten (10) days from having received notice of such notice of non-purchase to purchase their share of the unpurchased portion. (b) In the event that the offer to purchase the Selling Shareholder's Common Stock is not accepted or is accepted for less than the number of shares of Common Stock offered by the Selling Shareholder pursuant to Section 14.3(a), the Selling Shareholder shall offer such remaining shares of Common Stock to the KK for an additional period of fifteen (15) days. Such right to purchase Common Stock by the KK is, upon approval by the Board, assignable by the KK to any other person or entity. (c) In the event that the offer to purchase the Selling Shareholder's Common Stock is not accepted or is accepted for less than the number of shares of Common Stock offered by the Selling Shareholder pursuant to Sections 14.3(a) and 14.3(b), the Selling Shareholder shall, within thirty (30) days following the expiration of such fifty-five (55) day period, seek the Board's approval of a sale or transfer of the Common Stock not accepted to a specified third party; provided, however, that in the event that a sale or transfer to such third party is proposed on terms less favorable to the Selling Shareholder than the terms of the offer made pursuant to Section 14.2 above, then such transfer may not be completed without the Selling Shareholder again adhering to the terms of this Section 14.3 with regard to the revised terms. In no event shall the Selling Shareholder offer Common Stock to a competitor of the KK or of any other Party.

Offer Procedure. If Optionee does not exercise the Purchase Option during the Option Term and if Optionee is not in default under this Grant, then Optionee shall have a ROFO to purchase the Option Property. If Owner desires to (a) sell, market for sale or enter into negotiations to sell the Option Property or (b) Commence Development on the Option Property, Owner shall send written notice (the “ROFO Notice”) to Optionee of its proposed action. For purposes of this Section 2, Owner shall be deemed to “Commence Development” of the Option Property at such time as Owner has caused design development documents to be prepared for Owner’s proposed development of the Option Property (but the term Commence Development shall not be deemed to include construction of site improvements to the Option Property in accordance with the Approved Final Plans and Specifications as defined in the Phase 1 Development Services Agreement). If delivered in connection with clause (a) above, the ROFO Notice shall state: (i) the purchase price, (ii) the amount and structure of the required ▇▇▇▇▇▇▇ money deposits, (iii) the length of any due diligence period, (iv) the date of the closing, (v) the place for close of escrow, (vi) the allocation of expenses of closing between Owner and Optionee, (vii) a list of entitlements obtained and currently pending for the Option Property, and (viii) other material terms and conditions of the proposed action. If delivered in connection with clause (b) above, the ROFO Notice shall also state the proposed development which Owner intends to commence, in addition to items (i) through (vii) above. Upon receipt of the ROFO Notice, Owner and Optionee shall negotiate in good faith for a period of ten (10) business days after receipt of the ROFO Notice a letter of intent (the “ROFO Letter of Intent”) acceptable to both parties for the purchase and sale of the Option Property.