Right of First Offer to Purchase. 44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contra...
Right of First Offer to Purchase. If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.
Right of First Offer to Purchase. (a) Landlord hereby grants to Tenant a continuing right of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”), Landlord shall first notify Tenant thereof (“Sale Offer Notice”). Tenant shall have ten (10) calendar days from the receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days (“Negotiation Period”) regarding the terms and conditions relating to a sale of the Real Property by Landlord to Tenant. During said Negotiation Period, Landlord shall negotiate exclusively with Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale to a third parry buyer are substantially more favorable to the buyer than the economic terms offered to Landlord in writing by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more fa...
Right of First Offer to Purchase. The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
Right of First Offer to Purchase. Tenant shall be granted a right of first offer to negotiate for the purchase of the Building. Landlord agrees to provide Tenant with written notice of the availability of the Building for sale and offer the Building in its entirety to Tenant on such terms and conditions as Landlord would offer to third parties, as determined by Landlord in its sole and absolute discretion, prior to marketing said space to third parties. Tenant shall have sixty (60) days from the date of Landlord’s Notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or makes a counteroffer which Landlord shall reject, in writing, as unacceptable in Landlord’s sole and absolute discretion, Landlord shall thereafter be free to market the Building and sell the Building for not less than the counter-offer submitted by Tenant If Landlord and Tenant agree on terms for the sale of the Building, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market the Building and sell the Building on such terms and conditions as landlord shall determine, in its sole and absolute discretion, without any further obligation to offer said Building again to Tenant.
Right of First Offer to Purchase. During the term of this Lease, Landlord shall not sell fee title to the Building to any unaffiliated third party or parties, without first offering to sell the Building to Tenant upon the terms, covenants and conditions set forth in this Paragraph 38; provided, however, that as provided below this ------------ Paragraph 38 may cease to be of any force or effect prior to the expiration or ------------ earlier termination of the term of this Lease. Notwithstanding any provision of this Lease to the contrary, the provisions of this Paragraph 38 shall not apply ------------ to, and Tenant shall have absolutely no rights in connection with, any of the following: (i) any and all transfers of all or any portion of the Building, or any interest therein, by means of judicial foreclosure, trustee's sale, deed in lieu of foreclosure or similar conveyance, (ii) any and all transfers or conveyances of any ownership interests in Landlord or any of the parties or entities comprising Landlord (including without limitation transfers of partnership interests, membership interests, and shares of common and/or preferred stock), (iii) any and all transfers of tenancy-in-common interests in the Building by Landlord to, or by and among, the parties or entities comprising Landlord, (iv) the creation of any liens, encumbrances or security interests or the transfer of any interest in the Building for security purposes, and (v) the transfer of all or any portion of the Building, or any interest in the Building, to any Affiliate of Landlord or any partner, member or shareholder of Landlord.
Right of First Offer to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with the same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it or they then own all of the Subject Buildings (as defined below), and Tenant and/or any Tenant Affiliate has expanded into the entirety of Building E and is leasing and fully occupying both the Leased Premises and Building E, and provided that Tenant is not then in monetary or material non-monetary default under this Lease beyond the applicable cure period, if any, expressly set forth in this Lease, then if and when Landlord, in its sole discretion, decides to market the Building, Building C, and Building E (the “Subject Buildings”) for sale on a standalone basis, Landlord would provide an offering package and/or summary financial information to Tenant twenty (20) days (the “Purchase Negotiation Period”) prior to offering the Subject Buildings for sale to third parties and not solicit or entertain offers from parties other than Tenant during Negotiation Period. Tenant acknowledges Landlord may choose not to sell the Subject Buildings at any time during the Negotiation Period and/or marketing process. This right shall be personal to Aruba Networks, Inc. or a Permitted Transferee, applies only to a sale of all of the Subject Buildings only, and without limitation shall not apply in the event of (a) a sale of the Project, (b) an other multi-building or multi-project portfolio sale, (c) a Property, multi-property, or Project recapitalization or financing, or (d) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master Building D limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect to the purchase and sale of the Subject Buildings, then by no later than the end of the Negotiation Period they shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to authority, and otherwise reflecting the terms agreed upon during the Negotiation Period.
Right of First Offer to Purchase. Provided that Tenant is not, at the time of exercise, in material default of any provision of this Lease or the lease of that certain building in Madrone Business Park known as Building L, Tenant shall have the right of first offer to purchase the Property, any other property leased by Tenant from Landlord at Madrone Business Park, and/or Parcel M (the "Expansion Parcel") on the following terms and conditions. If at any time during the Term of this Lease Landlord elects to sell the Property or any other property leased by Tenant from Landlord at Madrone Business Park, or if at any time after February 28, 2003, Landlord elects to sell the Expansion Parcel, Landlord shall notify Tenant which of the foregoing properties Landlord is offering for sale (the "Offered Property") and the terms and conditions upon which Landlord would be willing to sell the Offered Property ("Landlord's Notice"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to notify Landlord in writing of Tenant's election to purchase the Offered Property on the terms stated in Landlord's Notice. If Tenant notifies Landlord within such 30-day period of Tenant's desire to purchase the Offered Property on such terms, Landlord and Tenant shall enter into a purchase and sale agreement for the Offered Property on the terms and conditions stated in Landlord's Notice. If, however, Tenant fails to notify Landlord of Tenant's election to purchase the Offered Property within such 30-day period or, if Landlord and Tenant, through no fault of Landlord, fail to execute a purchase and sale agreement within thirty (30) days after the date of Tenant's notice to Landlord, Tenant shall be deemed to have waived its right to purchase the Offered Property and Landlord shall have the right thereafter to offer the Offered Property for sale and to sell the Offered Property to any third party on substantially the terms stated in Landlord's Notice without further notice to Tenant. This right of first offer to purchase is personal to Media Arts Group, Inc., its subsidiaries and successors and shall not be transferred or assigned to any third party.
Right of First Offer to Purchase. Subject to the terms and conditions set forth in this Paragraph 17, upon a Triggering Transfer (as defined in Paragraph 17(a)(v) below), Lessee shall have a recurring right of first offer (“Purchase ROFO”) with respect to the applicable Offered Building (as defined Paragraph 17(b) below).
Right of First Offer to Purchase. (a) Tenant shall give Landlord written notice of Tenant’s intention to transfer an Interest (which term, as used in this ARTICLE 8, shall be broadly construed and shall include, but not be limited to, any voluntary or involuntary disposition, sale, assignment, gift, conveyance, exchange, license, easement, lease or sublease or any Change in Ownership of Tenant), other than an Excluded Transfer (as defined below), which notice (the “Offer Notice”) shall include (i) a description of the Interest sought to be transferred, (ii) the price at which Tenant intends to sell the Interest and (iii) any material terms and conditions of the prospective transfer (including, but not limited to, all representations and warranties and conditions of closing which are a part of the prospective transfer) together with such other information regarding the prospective transfer in the possession of or reasonably available to Tenant as may be reasonably requested by Landlord. If a proposed transfer (other than an Excluded Transfer) is part of an offer that includes more than one property, of which the Interest is included, then the value for the Interest shall be separately stated, and the Repurchase Right (as herein defined) shall only be applicable to the Interest. For the avoidance of doubt, the terms and provisions of this ARTICLE 8 do not apply to any Excluded Transfer.
