ROFO Election. Within forty-five (45) days after the Recipient(s)’ receipt of the Forced Sale Notice (the “Election Period”), the Recipient(s) shall have the right (but not the obligation) to elect to purchase, based on the Forced Sale Notice, all of the Interests of the Initiator (rather than a purchase of the Portfolio) for the ROFO Price and the other applicable terms set forth in the Forced Sale Notice (the “ROFO Sale”) by delivering written notice (the “ROFO Election”) to the Initiator of such election, which offer shall be irrevocable. If the Recipient(s) fail to deliver a ROFO Election to the Initiator within the Election Period then the Recipient(s) shall conclusively be deemed to have elected to not purchase the Interest.
ROFO Election. Within 10 Business Days of the date of receipt of the ROFO Notice, each ROFO Offeree shall deliver to the Initiating Seller and to the Company a written notice (the “ROFO Election”) stating whether the ROFO Offeree elects to purchase a portion of the ROFO Offer Shares and, if so, the number of Shares such ROFO Offeree elects to purchase. In the event that the Initiating Seller receives elections to purchase more than the total number of ROFO Offer Shares, the ROFO Offer Shares shall be allocated first, to the Company and second, among the other electing ROFO Offerees in proportion to the number of Shares held by such ROFO Offerees on the date of the ROFO Notice. The number of Shares to be sold to a ROFO Offeree pursuant to the two immediately preceding sentences is referred to as the “ROFO Allocated Shares.” Within 10 Business Days of receipt of the last timely-made ROFO Election and receipt of any approval required under, or expiration of any required waiting period pursuant to, applicable law, the Initiating Seller shall sell to each electing ROFO Offeree such Person’s ROFO Allocated Shares at the ROFO Proposed Price.
ROFO Election. Within forty-five (45) days after the Recipient(s)’ receipt of the Forced Sale Notice (the “Election Period”), the Recipient(s) shall have the right (but not the obligation) to elect to purchase, based on the Forced Sale Notice, all of the Interests of the Initiator (rather than a purchase of the Portfolio) for the ROFO Price and the other applicable terms set forth in the Forced Sale Notice (the “ROFO Sale”) by delivering written notice (the “ROFO Election”) to the Initiator of such election, which offer shall be irrevocable. If more than one Recipient shall have elected to buy the Interests of the Initiator, then the Interest of the Initiator shall be allocated among such Recipients in proportion to their respective Allocable Share at the time of such purchase. If the Recipient(s) fail to deliver a ROFO Election to the Initiator within the Election Period then the Recipient(s) shall conclusively be deemed to have elected to not purchase the Interest.
ROFO Election. If Tenant exercises the ROFO pursuant to the ROFO Response, then Tenant shall lease the Expansion Space on the same terms as the Premises hereunder; subject, however, to the following: (a) if there are less than three (3) years remaining on the then-current Lease Term, the Lease Term shall be automatically extended with respect to both the Premises and the Expansion Space to the date which is three (3) years after the commencement of Tenant’s lease of the Expansion Space; (b) the Base Rent for the Expansion Space shall be the Prevailing Market Rate (as hereinafter defined); (c) Tenant’s Percentage Share shall be increased to account for the inclusion of the Expansion Space within the Premises; (d) Tenant’s Security Deposit shall be increased based upon the increased Rent payable with respect to the Expansion Space; and (e) Tenant shall not be provided with any tenant improvement or other allowances with respect to the Expansion Space and shall be solely responsible, at its cost, for any desires improvements and finishes thereto. Landlord shall prepare an amendment to the Lease capturing the terms above and such other terms as are necessary or appropriate, as reasonably determined by Landlord, to account for Tenant’s lease of the Expansion Space, and Landlord and Tenant shall execute and deliver such amendment within three (3) Business days after Landlord’s delivery thereof.
ROFO Election. If Tenant elects to purchase the Premises or Majority Interest, as applicable, in accordance with the terms set forth in the ROFO Notice by notice to Landlord given within the Election Period, then for a period of thirty (30) days after receipt by Landlord of such notice of Xxxxxx’s election (the “ROFO Negotiation Period”), Landlord and Tenant shall negotiate in good faith the terms of a definitive purchase and sale agreement, consistent with the terms set forth in the ROFO Notice. If the parties agree to the terms of a definitive purchase and sale agreement within the ROFO Negotiation Period, such agreement shall be signed by the parties within the ROFO Negotiation Period and the Premises or Majority Interest, as applicable, shall be sold in accordance therewith. If the parties fail, after good faith efforts, to agree on the terms of a definitive purchase and sale agreement within the ROFO Negotiation Period, Landlord may sell the Premises or Majority Interest, as applicable, to a third-party purchaser; provided, however, that Landlord shall not (i) sell the Premises or Majority Interest, as applicable, on terms which are not substantially and materially the same terms specified in the ROFO Notice (including, without limitation, for a price which is less than the price stated in the ROFO Notice), or (ii) consummate the sale of the Premises or Majority Interest, as applicable, to such third-party purchaser later than the date which is six (6) months after the date upon which Landlord delivered the ROFO Notice to Tenant without Landlord again complying with the terms of this Section 7.2. Tenant’s right to exercise the ROFO Offer shall be conditioned on there being no Event of Default (as defined in Section 14.1) at the time Landlord delivers the ROFO Notice to Tenant. (c)
ROFO Election. If Landlord elects to participate in the Proposed Development in accordance with the terms set forth in the ROFO Notice by notice to Xxxxxx US given within the Election Period, then for a period of thirty (30) days after receipt by Xxxxxx US of such notice of Landlord’s election (the “ROFO Negotiation Period”), Xxxxxx US and Landlord shall negotiate in good faith the terms of a definitive agreement, consistent with the terms set forth in the ROFO Notice. If the parties agree to the terms of a definitive agreement within the ROFO Negotiation
ROFO Election. Tenant shall have ten (10) Business Days following Tenant’s receipt of the ROFO Notice to deliver to Landlord a written notice (the “ROFO Election”) of Tenant’s desire to lease from Landlord the ROFO Space by stating that Tenant is thereby exercising the ROFO. Notwithstanding anything to the contrary contained in the ROFO Notice, Tenant shall not be required to lease any number of rentable square feet in excess of the number of rentable square feet contained in the applicable ROFO Space. If Tenant exercises the ROFO no later than July 1, 2012, then Landlord shall lease the ROFO Space to Tenant for the remainder of the Term and the Renewal Terms, if exercised, at the same per square foot rental rate set forth in Article 4.1. If Tenant exercises the ROFO after July 1, 2012, then Landlord shall lease the ROFO Space to Tenant for the remainder of the Term and the Renewal Terms on the terms set forth in the ROFO Notice which shall be the terms Landlord is prepared to offer the ROFO Space to a party other than Tenant. There shall be no leasing commissions in connection with such lease.
ROFO Election. If Tenant timely notifies Landlord in writing that Tenant is making an ROFO Election for the subject ROFO Premises at the rental rate, lease term, and any other terms set forth in the Notice of Offer, then Landlord shall lease the subject ROFO Premises to Tenant upon the terms and conditions set forth in the Notice of Offer and such other terms and conditions reasonably required by Landlord, and Landlord and Tenant shall use their best efforts to enter into a lease agreement within thirty (30) days of Tenant's notification of its ROFO Election for the applicable ROFO Premises.
ROFO Election. Within ten business days of the date of receipt of the ROFO Notice, each ROFO Offeree Shareholder shall deliver to the Initiating Seller and to the Company a written notice (the “ROFO Election”) stating whether the ROFO Offeree Shareholder elects to purchase a portion of the ROFO Offer Shares and, if so, the number (and, if relevant, the type) of Common Shares such Shareholder elects to purchase. The number of Common Shares to be sold to a ROFO Offeree Shareholder pursuant to the immediately preceding sentence is referred to as the “Allocated Shares.” Within ten (10) business days of receipt of the last ROFO Election, the Initiating Seller shall sell to each electing ROFO Offeree Shareholder such Shareholder’s Common Shares at the Proposed Price.
ROFO Election. Tenant shall have ten (10) Business Days following Tenant’s receipt of the ROFO Notice to deliver to Landlord written notice (the “ROFO Election”) of Tenant’s desire to lease all of the Available Space on the terms set forth in the ROFO Notice. Time is of the essence of this provision and late notice shall not be effective.
