ROFO Sample Clauses

ROFO. As used herein, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 10, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any portion thereof) that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. If the ESA is terminated prior to the Commercial Operation Date for any reason other than a Buyer Event of Default, neither Seller nor Seller’s Affiliates may sell, market or deliver any Product associated with or attributable to the Facility to a party other than Buyer for a period of two (2) years following the early termination date, unless prior to selling, marketing or delivering such Product, or entering into the agreement to sell, market or deliver such Product to a party other than Buyer, Seller or Seller’s Affiliates provide Buyer with a written offer to sell the Product on terms and conditions materially similar to the terms and conditions contained in this Agreement (including price) and Buyer fails to accept such offer within forty-five (45) days of Buyer’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Facility, or any part thereof, or land rights or interests in the Site (including the interconnection queue position of the Facility) so long as the limitations contained in this Section 11.6 apply, unless the transferee agrees to be bound by the terms set forth in this Section 11.6 pursuant to a written agreement approved by Buyer. Seller shall indemnify and hold Buyer harmless from all benefits lost and other damages sustained by ▇▇▇▇▇ as a result of any breach by Seller of its covenant.

ROFO. With respect to an Interest Sale, Hotel Sale or Portfolio Sale, the Sale Notice shall constitute an offer by the Initiating Member (i) in the case of an Interest Sale, to sell its entire Membership Interest to the Other Member for the Sale Price, or (ii) in the case of a Hotel Sale, to cause the Company to sell the Hotels that are the subject of such Hotel Sale or the ownership interest in the Venture Vehicle(s) which owns such Hotel(s) to the Other Member (or its designee) for the aggregate Sale Price of each Hotel, or (iii) in the case of a Portfolio Sale, to cause the Company to sell the entire Portfolio (either by a transfer of all the Hotels or a transfer of all the ownership interests in the Existing Venture Vehicles which own all the Hotels) to the Other Member for the Sale Price; provided, however, with respect to clause (iii) above, in lieu of the Sale Price, the Other Member may elect to purchase the Initiating Member’s Membership Interests in the Company for the Allocated ROFO Price (in each case, the “ROFO Price”). The Other Member shall have sixty (60) days after its receipt of such Sale Notice to provide a written response to the Initiating Member that it has elected either to accept (such response, a “ROFO Acceptance”) or reject the Initiating Member’s offer (and in the case of a Hotel Sale, the Other Member may elect to purchase all or some of the Hotels which are subject to the applicable Sale Notice). No later than one (1) Business Day after delivery of a ROFO Acceptance, the Other Member shall deliver a cash deposit in an amount equal to one percent (1%) of the applicable ROFO Price (a “ROFO Deposit”) to a title company mutually acceptable to the Members located in New York, New York (and in the case of a Hotel Sale where the Other Member elects to purchase less than all of the Hotels offered by the Initiating Member pursuant to the Sale Notice, the ROFO Price shall be adjusted accordingly). The failure of the Other Member to deliver the ROFO Deposit within one (1) Business Day shall result in the ROFO Acceptance being deemed ineffective automatically, and without any additional action required by the Initiating Member. The failure of the Other Member to deliver a ROFO Acceptance (and the corresponding ROFO Deposit) within such sixty (60) day period (or sixty-one (61) day period, with respect to a deposit timely delivered after a ROFO Acceptance delivered on the sixtieth (60th) day) shall be deemed an election by the Other Member to reje...

ROFO. If the LGT Lenders (and/or any Affiliate or Related Fund of an LGT Lender) (each an “Eligible LGT ROFO Beneficiary”) hold, at the relevant time, (without any sub-participation or sub-contract (or similar), but calculated or determined on an aggregate basis for funds managed by the same manager) a total aggregate principal amount of commitments under the Facilities (excluding any capitalised interest) that is at least equal to 66⅔% of the total aggregate principal amount of the commitments of the LGT Lenders as at the date of the Commitment Letter, then such Eligible LGT ROFO Beneficiaries shall benefit from a right of first offer (but not a right of last look) to participate, in a pro rata amount, in any Additional Facility constituting a term loan facility to be established in reliance on paragraph (I)(i) of the Additional Facility Amount Condition on the terms proposed by the Company in respect of that Additional Facility. Such right to participate shall (i) only be exercisable by such Eligible LGT ROFO Beneficiaries within 10 Business Days of the date of the relevant notice from the Company evidencing the Company’s intention to establish the relevant Additional Facility and setting out the terms proposed in respect of that Additional Facility (and, for the avoidance of any doubt, during such period the Company will not solicit competing offers from third-party financiers, without the prior consent of the Eligible LGT ROFO Beneficiaries), but (ii) shall automatically terminate if definitive binding commitment documentation is not entered into by the Eligible LGT ROFO Beneficiaries that exercised their right to participate within 10 BDs of the respective date each such Eligible LGT ROFO Beneficiary affirmed their intention to participate. If paragraph (ii) applies or the Eligible LGT ROFO Beneficiaries refuse or are unable to participate in the relevant Additional Facility on the terms offered by the Company (or the Eligible LGT ROFO Beneficiaries abstain or otherwise fail to respond to or request changes (or conditions) to any of the terms of that Additional Facility from the terms offered by the Company (other than a request to increase its commitment and participation in that Additional Facility (including an increase above its pro rata entitlement, and in respect of any such request to increase its commitment the Company may exercise its sole and absolute discretion, including, for the avoidance of doubt, refusing such request) or to replace it with a...

ROFO. Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Election Notice”) not to purchase the ROFO Offered Securities, such Investor shall be free to Transfer all of the ROFO Offered Securities in any manner permitted by this Agreement; provided that (w) such proposed Transfer is consummated within *** after the later of (A) the ROFO Offer Date, or (B) the receipt by such Investor of the foregoing ROFO Election Notice, (x) the per share price at which the ROFO Offered Securities are Transferred must be equal to or higher than the ROFO Offer Price, (y) such proposed Transfer is consummated on other terms and conditions not materially more favorable to the proposed transferee than those contained in the Proposed Transfer Notice and (z) if the proposed transferee is a Competitor, such Investor shall only be able to consummate the proposed Transfer if such Competitor was identified in the Proposed Transfer Notice. In the event that such Investor does not consummate such Transfer within such *** period, the rights of EchoStar to purchase all or any portion of the shares of the Tracking Stock included in a proposed Transfer provided hereunder shall be deemed to be revived and such shares of the Tracking Stock shall not be Transferred to any Person, other than a Permitted Transferee, unless reoffered to EchoStar in accordance with this Section 3.1.

ROFO. If Alnylam or any of its Affiliates seek, directly or indirectly in conjunction with a Third Party (with limited exceptions), or to license a Third Party (with limited exceptions) the right, to Discover, Develop, Commercialize or Manufacture any RNAi Compounds or RNAi Products directed at a Target(s), Alnylam must first provide written notice to Novartis. Novartis has a period of time to accept or reject the opportunity. If Novartis rejects an opportunity for a program for which no IND has been filed in the US or Major Market Countries, or Novartis and Alnylam are unable to come to terms on a post-IND program, Alnylam may, within a specified period of time, enter an agreement with a Third Party, which can be no more favorable overall to such Third Party than those offered to Novartis under Section 2.6(c)(i). (Sections 2.6(b) and (c)) • In-Licensing IP: To the extent applicable, Alnylam must comply with Sections 2.6(b) and (c) when acquiring or licensing rights from Third Parties. In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property covering a Collaboration Product, Alnylam must use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or other Alnylam Intellectual Property. (Sections 2.6(d), 3.1(f))

ROFO. Rent Notice”) of Lessor’s determination of Addendum No. 5 ROFO Rate within ten (10) days after receiving Lessee’s ▇▇▇▇▇▇▇▇ ▇▇. ▇

ROFO. (A) At any time:, (1) if Seller proposes to sell the Facility to an unaffiliated third party, Seller shall first offer to sell the Facility to Company via notice to Company, (2) if Seller’s parent proposes to sell a majority of the equity interests in Seller to an unaffiliated third party, Seller shall cause its parent first to offer to sell such equity interests to Company via notice to Company, and (3) if Seller’s parent owns no assets other than its equity interests in Seller and the parent of Seller’s parent proposes to sell a majority of the equity interests in Seller’s parent to an unaffiliated third party, Seller shall cause its parent’s parent first to offer to sell such equity interests to Company via notice to Company (in each case, a “ROFO Notice”). Any ROFO Notice shall describe the proposed transaction, including the minimum price, status of title to the Site, liabilities to be assumed and other terms which Seller or its relevant parent (as applicable) is willing to accept to proceed with the contemplated transaction. The contents of a ROFO Notice shall be deemed Confidential Information for purposes of Section 20.19 below. (B) Following issuance of a ROFO Notice, Seller shall allow Company one hundred twenty (120) Days to investigate the proposed transaction and conduct due diligence. Due diligence shall include such physical inspections, surveys and operating tests of the Facility and the Site, such reviews of Seller’s contracts, books and records, and interviews of such personnel, as Company may reasonably request. All information obtained by Company from such investigations shall be deemed Confidential Information subject to Section 20.19 below. Within such one hundred twenty (120) Day period, Company may elect to purchase the Facility or the relevant equity interests (as applicable) on substantially the same terms as set forth in the ROFO Notice. If Company fails to notify Seller of Company’s election within such one hundred twenty (120) Day period, Company shall be deemed to have rejected the transaction. (C) If Company elects to purchase the Facility or the specified equity interests (as applicable), the Parties shall negotiate and execute a definitive contract for the transaction (a “PSA”). The PSA shall include the price and other terms set forth in the ROFO Notice and such other terms as are set forth in Exhibit P – PSA Provisions. In the event that the Parties cannot agree on the final form of PSA, (i) the issue shall be submitted t...

ROFO. The following provisions shall be added to the Ground Lease as new Section 26.20 immediately following Section 26.19: