Right of First Offer shall have the meaning set forth in Section 6.5.2.
Right of First Offer provided for in this Clause 17 shall be subject to any "Tag Along Right" benefiting a Shareholder which may be provided for by Clause 17, subject to the exceptions set forth therein. Upon receipt of the Notice of Intention, the Shareholders who are not the Selling Shareholder shall have the right to purchase at the Offer Price the Offered Shares, exercisable by the delivery of notice to the Selling Shareholder (the "Notice of Exercise"), with a copy to Newco, within 10 business days from the date of receipt of the Notice of Intention. If no such Notice of Exercise has been delivered by the Shareholders who are not the Selling Shareholder within such 10-business day period, or such Notice of Exercise does not relate to all of the Offered Shares covered by the Notice of Intention, then the Selling Shareholder shall be entitled to Transfer all of the Offered Shares to the intended transferee. In the event that all of the Offered Shares are not purchased by the non-selling Shareholders, the Selling Shareholder shall sell the available Offered Shares within 30 days after the delivery of such Notice of Intention on terms no more favorable to a third party than those presented to the non- selling Shareholders. If such sale does not occur, the Offered Shares shall again be subject to the Right of First Refusal set forth in Clause 17.3. In the event that any of the Shareholders who are not the Selling Shareholder exercises their right to purchase all of the Offered Shares (in accordance with this Clause 17), then the Selling Shareholder shall sell all of the Offered Shares to such Shareholder(s), in the amounts set forth in the Notice of Intention, after not less than 10 business days and not more than 25 business days from the date of the delivery of the Notice of Exercise. In the event that more than one of the Shareholders who are not the Selling Shareholders wish to purchase the Offered Shares, the Offered Shares shall be allocated to such Shareholders on the basis of their pro rata equity interests in Newco. The rights and obligations of each of the Shareholders pursuant to the Right of First Offer provided herein shall terminate upon the date that the Common Shares are registered under Section 12(b) or 12(g) of the Exchange Act. At the closing of the purchase of all of the Offered Shares by the Shareholders who are not the Selling Shareholder (scheduled in accordance with Clause 17), the Selling Shareholder shall deliver certificates evidencing the Offered Sh...
Right of First Offer has the meaning set forth in Section 8.7.
Examples of Right of First Offer in a sentence
Right of First Offer i.e. ROFO will be used for intra and 10 inter sector harvest share transfers.
A copy of the Offering Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offering Amendment to Landlord within 15 days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offering Amendment is executed.
The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members without the prior consent of the Company.
Notwithstanding anything herein to the contrary, Tenant’s Right of First Offer is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof.
If Tenant exercises its Right of First Offer, Landlord shall prepare an amendment (the “Offering Amendment”) adding the Offering Space to the Premises on the terms set forth in the Advice and reflecting the changes in the Base Rent, Rentable Square Footage of the Premises, Tenant’s Pro Rata Share and other appropriate terms.
More Definitions of Right of First Offer
Right of First Offer shall have the meaning set forth in Section 13.1 hereof.
Right of First Offer has the meaning set forth in Section 3.3(c).
Right of First Offer has the meaning ascribed to such term in Section 4(c)(ii).
Right of First Offer has the meaning ascribed to such term in Section 7.3.
Right of First Offer shall collectively mean any right of first refusal or right of first offer with respect to the Property that has been granted to a third party, including the Tenant.
Right of First Offer is defined in Section 4(a)(iv).
Right of First Offer with respect to each of the following suites (and with respect to each portion of each such suite) (for purposes of this Section 8.5, each such suite or portion thereof, a “Potential Offering Space”): (i) the 4,749 rentable square feet known as Suite 300 on the third floor of the Building shown on the demising plan attached to the Lease as Exhibit D, (ii) the 2,455 rentable square feet known as Suite 380 on the third floor of the Building shown on the demising plan attached to the Lease as Exhibit E, (iii) the 6,780 rentable square feet known as Suite 400 on the fourth floor of the Building shown on the demising plan attached to the Lease as Exhibit F, (iv) the 10,557 rentable square feet known as Suite 475 on the fourth floor of the Building shown on the demising plan attached to the Lease as Exhibit G. Tenant’s Right of First Offer shall be exercised as follows: At any time after Landlord has determined that a Potential Offering Space has become Available (defined below), but before leasing such Potential Offering Space to a third party, Landlord shall provide Tenant with written notice (for purposes of this Section 8.5, the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease such Potential Offering Space (for purposes of this Section 8.5, an “Offering Space”) to Tenant for the remainder of the Term and Extended Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has received from (or delivered to) a prospective tenant a written proposal to lease such Potential Offering Space; and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease any Offering Space in its entirety only, unde...