Common use of ROFR Clause in Contracts

ROFR. (i) If any Party receives an unsolicited offer (other than an offer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g)) from a non-Affiliated third-Person to Transfer all or part of its Ownership Interests, the Transferring Party may make such Transfer only if it has complied with the provisions of this Section 15.02 and such Transfer is made in accordance with the other Transmission Use and Capacity Exchange Agreement requirements of this Article XV. Prior to making such Transfer, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a), (f) or (g)) of the proposed transaction (the “ROFR Offer Notice”), which notice shall fully disclose (A) the terms of the proposed transaction, (B) the Ownership Interests subject to the ROFR Offer Notice (the “ROFR Offered Interest”), (C) the identity of the proposed transferee and (D) the date on which the offer shall expire if not accepted, which shall be at least thirty (30) days after each other Party has received the ROFR Offer Notice (the “ROFR Offer Deadline”). (ii) Upon receipt of a ROFR Offer Notice, any Party receiving such notice shall have a right to acquire all (but not less than all) of the ROFR Offered Interest, upon the same terms and conditions that are set forth in the ROFR Offer Notice, by giving written notice to the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ROFR Return Notice”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance with the provisions of Section 15.01, Sections 15.02(a) and (d) and Section 15.04, the ROFR Offered Interest may be thereafter Transferred to the non-Affiliated third-Person as long as the terms of such Transfer are the same as, or more favorable to the Transferring Party than, those described in the ROFR Offer Notice.

ROFR. (i1) If the Corporation or any of its Affiliates (the "Vendor"), receives a definitive offer from a third party that would be binding upon acceptance by the Vendor, to Transfer a ROFR Interest (a "Third Party receives an unsolicited Offer"), and the Vendor is willing to accept that Third Party Offer, then the Corporation shall cause the Vendor, by notice in writing delivered to Wheaton, to offer to sell all, but not less than all, of the ROFR Interest so sought to be Transferred to the third party under the Third Party Offer to Wheaton on the same financial terms and otherwise upon the same terms and conditions as are contained in the Third Party Offer, and to provide to Wheaton the best available information that the Vendor has with respect to the ROFR Interest (other than an offer including any information provided to the third party and a copy of the Third Party Offer) (the "ROFR Offer"); provided that, if consummatedthe Third Party Offer includes non-cash consideration that is personal to the third party (including shares of the third party), would constitute then Wheaton shall be entitled to substitute such non-cash consideration with cash or non-cash consideration that is personal to Wheaton (including shares of Wheaton or any of its Affiliates) with the same or greater value, liquidity and marketability as the third party's non-cash consideration; and further provided that, if the Third Party Offer includes or is conditional upon the purchase of any asset other than a Permitted Transfer ROFR Interest from the Vendor, then the ROFR Offer shall similarly include such other assets. (2) Wheaton, or an Affiliate of Wheaton, may, within 60 days from the date of receipt of the ROFR Offer, accept the financial terms of the ROFR Offer by notice in writing delivered to the Vendor. During the 60 day period, the Parties shall negotiate the other terms and conditions in the ROFR Offer; provided that if the Parties are not able to agree upon the other terms and conditions in the ROFR Offer, Wheaton may elect to accept the ROFR Offer on the same terms and conditions contemplated in the ROFR Offer by notice in writing delivered to the Vendor, in which event it shall then become a binding agreement of purchase and sale between Wheaton, or an Affiliate of Wheaton, and the Vendor; provided further that, if so elected by Wheaton (or its Affiliate) in its acceptance notice and without affecting the binding nature of the agreement between the Vendor and Wheaton, or an Affiliate of Wheaton, Wheaton may require that the terms and conditions contained in the ROFR Offer be amended to require that metals sales and deliveries be sold and delivered to Wheaton, or an Affiliate of Wheaton, pursuant to Sections 15.03(a)-(g)a transaction structure acceptable to ▇▇▇▇▇▇▇, acting reasonably, rather than as contemplated in the ROFR Offer; provided that such amendment does not adversely change the economic substance of the amended ROFR Offer as compared to the Third Party Offer. (3) from a non-Affiliated third-Person to Transfer all If Wheaton, or part an Affiliate of its Ownership InterestsWheaton, does not accept the Transferring Party may make such Transfer only if it has complied ROFR Offer or does not give notice in accordance with the provisions of this Section 15.02 and such Transfer 2.2(2) that it is made in accordance with the other Transmission Use and Capacity Exchange Agreement requirements of this Article XV. Prior willing to making such Transfer, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a), (f) or (g)) of the proposed transaction (the “ROFR Offer Notice”), which notice shall fully disclose (A) the terms of the proposed transaction, (B) the Ownership Interests subject to purchase the ROFR Offer Notice (Interest, then the “ROFR Offered Interest”), (C) the identity of the proposed transferee and (D) the date on which the offer shall expire if not accepted, which Vendor shall be at least thirty (30) days after each other Party has received the ROFR Offer Notice (the “ROFR Offer Deadline”). (ii) Upon receipt of a ROFR Offer Notice, any Party receiving such notice shall have a right free to acquire sell all (but not less than all) of such ROFR Interest to the applicable third party pursuant to the Third Party Offer. If the Vendor and the third party have not entered into a binding, written agreement pertaining to all (but not less than all) of such ROFR Offered Interest, upon Interest (the same terms and conditions that are "Third Party Agreement") within 90 days after the expiry of the 60-day period set forth in Section 2.2(2), then the Corporation and the Vendor shall again be required to comply with the terms of this Agreement with respect to that Third Party Offer before selling the ROFR Offer Notice, by giving written notice to Interest that is the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ROFR Return Notice”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance Third Party Offer to a third party. The Corporation shall provide Wheaton with a copy of the Third Party Agreement promptly once it is executed and delivered, and shall execute and deliver to Wheaton at the completion of the transactions contemplated by the Third Party Agreement a certificate of a senior officer of the Corporation certifying that the sale of the ROFR Interest to the third party was completed pursuant to the terms of the Third Party Offer. (4) For the avoidance of doubt: (a) this Section 2.2 is intended to apply, mutatis mutandis, to any offer made by a Vendor to any third party to Transfer a ROFR Interest or where the Vendor otherwise proposes to enter into an agreement with a third party to Transfer a ROFR Interest, with such changes as are necessary to make this Section 2.2 applicable thereto; (b) a Vendor shall be entitled at any time to negotiate with any third party the terms upon which such third party may purchase a ROFR Interest, provided that before such terms are accepted, the Vendor complies with this Section 2.2; and (c) to the extent that the Newmont ROFR applies to a Third Party Offer with respect to the Mountain View Property, the provisions of this Section 15.01, Sections 15.02(a) 2.2 shall apply to such Third Party Offer if and (d) and Section 15.04, the ROFR Offered Interest may be thereafter Transferred only if Newmont Corporation has waived its rights pursuant to the non-Affiliated third-Person as long as Newmont ROFR or has failed to exercise the terms of Newmont ROFR. It is understood and agreed that the Corporation shall send any such Transfer are Third Party Offer and associated ROFR Offer to Wheaton at the same as, or more favorable time that comparable documents are provided to Newmont Corporation pursuant to the Transferring Party thanNewmont ROFR, those described in but conditional on the ROFR Offer Noticeforegoing, so that the time frame of Wheaton's right of first refusal under this Section 2.2 shall run concurrently and not consecutively with that of the Newmont ROFR, and the provisions of this Section 2.2 shall otherwise apply mutatis mutandis to give effect to the intent of this Section 2.2(4)(c).

ROFR. The parties hereby acknowledge and agree that ▇▇▇▇▇▇ has elected not to exercise its ROFR with respect to Suite B-220 and that, provided ▇▇▇▇▇▇’s ROFR with respect to B-220 is not revived and continued pursuant to the terms of Section 2.3 of the Existing Lease, Tenant shall no longer have a ROFR with respect to Suite B-220 and Section 2.3 of the Existing Lease shall be deemed to be deleted in its entirety and replaced with the following: “Subject to the right of any other tenant with respect to the ROFR Available Space (as hereinafter defined), which rights, if any, are superior to the rights granted to Tenant herein, and provided that (i) If no Event of Default exists under this Lease as of the date of exercise, and (ii) Tenant is leasing the entire Premises as of the date Landlord is otherwise obligated to deliver the ROFR Notice (as hereinafter defined), Tenant shall have an ongoing right of first refusal (the “ROFR”) on (a) the space known as of the Effective Date as Suite B-230 located on the second (2nd) floor of the Building having an address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (“Suite B-230”) and (b) all space located on the first (1st) floor of the Building having an address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (together with Suite B-230, the “ROFR Available Space”) on any Party receives an unsolicited offer (other than an offer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g)) from a non-Affiliated occasion on which any third-Person party makes a bona fide offer to Transfer Landlord to lease the ROFR Available Space (or any portion thereof) that Landlord is willing to accept (an “Offer”). Upon Landlord’s receipt of an Offer, Landlord shall promptly deliver written notice thereof to Tenant (a “ROFR Notice”); provided, however, that Landlord shall not deliver a ROFR Notice to Tenant for Suite B-230 prior to April 1, 2027. The ROFR Notice shall contain in reasonable detail all or part of its Ownership Intereststhe material terms of such Offer (including, the Transferring Party may make but not limited to, square footage, rental rate, base year, tenant improvement and other allowances, rent concessions and abatements and other financial inducements, included parking spaces and lease term). Upon Tenant’s receipt of a ROFR Notice, Tenant shall, within ten (10) Business Days (as hereinafter defined) following such Transfer only if it has complied with the provisions of this Section 15.02 and such Transfer is made in accordance with the other Transmission Use and Capacity Exchange Agreement requirements of this Article XV. Prior receipt, deliver to making such Transfer, the Transferring Party shall give to the other Parties Landlord a written notice (except a Party that, at “ROFR Reply Notice”) stating whether or not it elects to exercise the time, is ROFR with respect to the space identified in default under Sections 16.01(a), (f) the ROFR Notice and that consists of or (g)) includes all or a portion of the proposed transaction ROFR Available Space (the “ROFR Offer NoticeSpace”), which notice on the same terms and conditions stated in the Offer; provided, however, (X) if Tenant exercises its ROFR within the first twenty-four (24) months of the Lease Term, any tenant improvement allowance, rent abatement or other financial incentives contained in such ROFR Notice shall fully disclose be appropriately pro-rated for the remaining Lease Term, and, (Y) if Tenant exercises its ROFR after the first twenty-four (24) months of the Lease Term, the term of the lease of the ROFR Space shall be the longer of the remaining Lease Term and the term set forth in the Offer and (A) if the terms term of the proposed transactionlease of the ROFR Space is the remaining Lease Term, any tenant improvement allowance, rent abatement or other financial incentives contained in such ROFR Notice shall be appropriately pro-rated and (B) if the Ownership Interests subject to term of the lease of the ROFR Offer Notice (Space is the “ROFR Offered Interest”)term set forth in the Offer, (C) the identity Lease Term for the Premises shall be extended to be coterminous with the term of the proposed transferee and (D) lease for the date on ROFR Space, in which event Base Monthly Rent for the offer shall expire if not accepted, which Premises shall be at least increased by $0.75 per rentable square foot of the Premises on each annual anniversary of the Commencement Date. Tenant’s ROFR Reply Notice shall be binding on and irrevocable by Tenant. Within thirty (30) days after each other Party has received the ROFR Offer Notice (the “ROFR Offer Deadline”). (ii) Upon receipt following ▇▇▇▇▇▇’s timely issuance of a ROFR Offer Reply Notice, any Party receiving such notice the parties shall have a right use good faith efforts to acquire all (but not less than all) execute an appropriate amendment to this Lease regarding the terms of this Lease of the ROFR Offered InterestSpace. If Tenant does not timely deliver its ROFR Reply Notice or if the parties, upon the same terms and conditions that despite good faith efforts, are set forth in the unable to timely reach agreement on an appropriate amendment after Tenant’s timely issuance of a ROFR Offer Reply Notice, by giving written notice Landlord shall be free to lease such ROFR Space to the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ROFR Return Notice”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance with the provisions of Section 15.01, Sections 15.02(a) and (d) and Section 15.04, the ROFR Offered Interest may be thereafter Transferred to the non-Affiliated third-Person as long as party; provided, however, that if (i) Landlord does not execute the terms of such Transfer are the same as, or more favorable to the Transferring Party than, those lease described in the ROFR Offer Notice within nine (9) months after Tenant declines to exercise the ROFR, or (ii) Landlord does not execute the lease (1) Landlord delivers to Tenant a ROFR Notice that pertains to less than all of the ROFR Available Space and (2) Landlord enters into a lease with Tenant or the prospective lessee on the terms described in the ROFR Notice, ▇▇▇▇▇▇’s ROFR shall continue in effect with respect to the remaining ROFR Available Space. If the ROFR Space identified in any ROFR Notice includes space that is not part of the ROFR Available Space, ▇▇▇▇▇▇’s acceptance of Landlord’s offer in the ROFR Notice shall not require Tenant to enter into a lease for any of the ROFR Space identified in the ROFR Notice that is not part of the ROFR Available Space. The ROFR is personal to the Named Tenant and may not be assigned, transferred or conveyed to any party, except in connection with a permitted transfer of this Lease pursuant to Article 23.”