ACTIVE NEGOTIATIONS definition
ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with such Third Party's agents or representatives with respect to the substance of such Third Party Acquisition or Acquisition Proposal, but will not include (x) communications in connection with, or constituting, the furnishing of information pursuant to a confidentiality agreement as contemplated by Section 6.2(a) hereof or (y) communications that include no more than an explicit bona fide rejection of such proposal and a very brief statement of the reasons therefor. "THIRD PARTY ACQUISITION" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any person (which includes for these purposes a "person" as defined in Section 13(d)(3) of the Exchange Act) or entity other than Parent, Purchaser or any affiliate thereof (a "THIRD PARTY"); (ii) the acquisition by a Third Party of more than 30% of the total Assets of the Company and its Subsidiaries, taken as a whole; (iii) the acquisition by a Third Party of 30% or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (v) the purchase by the Company or any of its Subsidiaries of more than 20% of the outstanding Shares. "HIGHER OFFER" means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided 28
ACTIVE NEGOTIATIONS means that Landlord has entered into negotiations with a third party tenant (a “Prospect”) for such portion of the Refusal Space, which negotiations have progressed to the earlier to occur of (i) an exchange of four (4) bona fide written proposals between Landlord and the Prospect, or (ii) a signed letter of intent between Landlord and the Prospect. Notwithstanding the foregoing, Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if:
ACTIVE NEGOTIATIONS means either that (1) Landlord and the prospective tenant have entered into a written letter of intent for the leasing of space in the Building, or (2) Landlord or the prospective tenant (as the case may be) has submitted a proposed lease draft to the other relative to the leasing of space at the Building, and the other has responded with written comments to such lease draft, which have been delivered to the party originally presenting the proposed lease. Further, for purposes of the foregoing, the term "CONTROL GROUP AFFILIATE" shall mean any person or entity which results from a merger or consolidation with the subject party, or which acquires all or substantially all of the assets of the subject party, or which is controlled by, controls, or is under common control with, the subject party (with "CONTROL" for purpose of the foregoing, meaning the power to directly or indirectly direct or cause the direction of the management and policies of the subject party, through the ownership of voting securities or other ownership interests, or otherwise). Tenant agrees that all publicly disseminated advertisements (as opposed to simply listing the Premises for assignment or subletting with a listing broker) by Tenant or on Tenant's behalf with respect to the assignment of this lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication (which approval shall not be unreasonably withheld, delayed or conditioned).
More Definitions of ACTIVE NEGOTIATIONS
ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with
ACTIVE NEGOTIATIONS means that one party has sent the other a letter of intent and the other party has expressed an intent to continue negotiations based thereon), (iv) the transferee is a governmental unit; (v) an Event of Default by Tenant has occurred; or (vi) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Building Complex or any other tenant's lease within it. If Tenant disputes any failure of Landlord to grant consent to a Transfer, such dispute shall be resolved through Expedited Arbitration as provided in Article 12.
ACTIVE NEGOTIATIONS means that Landlord is providing or commenting on written letters of intent with the third party tenant. Tenant acknowledges that Landlord may receive unsolicited proposals from third party tenants during the Exclusive Negotiation Period, and Landlord’s receipt of such proposals shall not be a violation of Landlord’s obligations under this Section. This Section shall not apply to Landlord’s attempts to lease Suite 150 after the last day of the Exclusive Negotiation Period, and Landlord shall have the right to enter into negotiations for the lease of Suite 150 with any person or entity after the last day of the Exclusive Negotiation Period. Landlord and Tenant acknowledge and agree that nothing in this Section shall be interpreted as an obligation by Landlord to lease Suite 150 to Tenant or an obligation by Tenant to lease Suite 150 from Landlord. Any agreement concerning the lease of Suite 150 shall be acceptable to Landlord and Tenant in each of their sole and absolute discretions. This Section does not constitute an agreement to negotiate, and it is the intention of Landlord and Tenant that either of them shall have the right to elect at any time for any reason or no reason not to proceed with further negotiations concerning the lease of Suite 150. The parties expressly disclaim any legal obligation to negotiate in good faith. Landlord and Tenant each acknowledge and agree that they may incur substantial transaction costs (e.g., attorneys fees, lost opportunity costs etc.) (the “Costs”) if the other party terminates negotiations for the lease of Suite 150. Landlord and Tenant agree that under no circumstances will either party be liable to the other party for Costs due to that parties election to terminate the negotiations.
ACTIVE NEGOTIATIONS means that the existing tenant has affirmatively expressed an intent and desire to continue occupancy and/or Landlord has communicated an offer that is under discussion. Tenant shall have fifteen (15) days after receipt of Landlord's notice to elect in writing to take the Second Generation Offered Space. If Tenant exercises its Right of First Opportunity with respect to the Second Generation Offered Space, it shall be added to this Lease and all terms and conditions of this Lease shall apply except that (a) there shall be no tenant improvement allowances, (b) the amount of the Security Deposit shall be increased by an amount equal to (i) the per rentable square foot amount of the Security Deposit then required to be provided by Tenant with respect to the Premises prior to the addition of such space, multiplied by (ii) the rentable area of the space being added to the Premises, and (c) to the extent the Second Generation Offered Space includes tenant improvements that cost in excess of [*] per usable square foot ("Supplemental TI's") and the Second Generation Offered Space has been under lease for less than fifteen (15) years after the installation of such Supplemental TI's, then the Base Rent shall be increased to reflect a continuing amortization of the Supplemental TI's on a fifteen (15) year amortization with interest at twelve percent (12%) per annum,. If Tenant does not exercise its Right of First Opportunity with respect to the Second Generation Offered Space, Landlord shall be entitled to lease the space to another tenant on such terms as Landlord deems fit, and the Second Generation Offered Space shall not again be subject to the Right of First Opportunity until it has become Second Generation Space again.
ACTIVE NEGOTIATIONS as used herein, shall mean only where any of the following shall have occurred prior to the Cutoff Date: (i) Manager has, at Owner’s request, submitted a proposal (such as, for example, a term sheet) to the Prospect or its representative, (ii) the Prospect or its representative has submitted a proposal to lease space which has been received by Owner or Manager or any of their representatives, or (iii) a first draft of a Lease has been prepared and distributed to the Prospect or its representative with Owner’s permission. Mere solicitation of a Prospect shall not constitute “active negotiations”. If within sixty (60) days (which time period shall be extended for so long as the parties are engaged in negotiations without abandonment or termination) after the Cutoff Date, a Lease is consummated with any such Prospects identified on Manager’s list (or with its parent, subsidiary, or affiliate), Owner shall pay to Manager any Commission(s) to which Manager would have been entitled with respect to such transaction as if this Agreement had not been terminated; and, in addition, if by the end of such 60-day period (as the same may be extended as described above), leases upon which all material provisions have been agreed to by Owner and the Prospect have been distributed to the prospect for signature by Owner’s counsel, Manager shall be entitled to compensation therefore upon, satisfaction of the conditions in Section 9(a) above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. If upon any expiration or termination of this Agreement, Manager shall not be entitled to any Commissions under the provisions of this above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. Within five (5) business days after the Cutoff Date, Manager shall deliver to Owner copies of any correspondence with Prospects relating to any proposed terms for any Leases, any responses to such proposals and any term sheets with respect to any proposed Lease transactions, and any Authorized Outside Brokerage Agreements pertaining to any Prospect.
ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with such Third Party's agents or representatives with respect to the substance of such Third Party Acquisition or Acquisition Proposal, but will not include (x) communications in connection with, or constituting, the furnishing of information pursuant to a confidentiality agreement as contemplated by the Merger Agreement or (y) communications that include no more than an explicit bona fide rejection of such proposal and a very brief statement of the reasons therefor.