RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES Sample Clauses

RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES x. Xxxxx Landlord grants Tenant a right of first refusal to purchase the premises pursuant to this section.
Sample 1
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RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Notwithstanding any provision of this Fuel Service and Truck Stop Operating Agreement or that certain Convenience Store and Restaurant Sub-Lease (the "Lease") between Operator and Establishment Licensee of even date herewith to the contrary, Establishment Licensee irrevocably assigns to Operator any and all of Establishment Licensee's rights of first refusal to purchase the premises in accordance with Article XVI, Sections 16.1, 16.2 and 16.3 of that certain Lease Agreement between S. W. Day and T. Xxx Xxxxxxxx; and River Port Truck Stop, Inc., dated January 17, 1997 and that certain Assignment and Assumption of Lease from River Port Truck Stop, Inc. to River Port Truck Stop, L.L.C., dated May 19, 1998 (collectively referred to as the "Base Lease"). It is the parties' intention that this right of first refusal to Operator shall survive the terms and conditions of this Fuel Service and Truck Stop Operating Agreement and the Lease. This Operating Agreement is made and signed in multiple originals, with the Effective Date as defined above.
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Landlord, on behalf of itself, its successors, assigns, and any subsequent owner or holder of any interest in the Premises, hereby grants to Tenant the exclusive and irrevocable right and option (the “Right of First Refusal”) to purchase the Premises at the same price and upon the same terms, provisions and conditions as shall be contained in any written bona fide offer for the purchase thereof which Landlord shall at any time during the Term of this Lease, or any extension thereof, be ready and willing to accept (“Offer”), the parties agreeing that the term “Offer” includes, but is not limited to, the sale of a controlling interest in any entity that owns all or any part of or any interest in the Premises and/or any rights and interests appurtenant thereto. Landlord shall give Tenant written notice (to Tenant at Tenant’s address set forth in this Lease and by the method required by the terms of this Lease) and a complete copy of such bona fide offer, which includes all of the documentation, terms, provisions and conditions therein contained. Landlord agrees to notify Tenant in writing immediately upon placing the Premises on the market (with or without a broker) (“Notice of Intention to Sell”) and, provided Landlord has done so in a timely manner, Tenant shall have ten (10) business days from and after the receipt of notice from Landlord of the Offer, in which to exercise such right, which Tenant shall do, if at all, by giving written notice to Landlord (to Landlord at Landlord’s address set forth in this Lease and by the method required by the terms of this Lease). If Landlord fails to provide Tenant with the Notice of Intention to Sell as set forth above, Tenant shall have thirty (30) days from and after the receipt of the Offer in which to exercise its Right of First Refusal, which Tenant shall do, if at all, by giving written notice to Landlord (to Landlord at Landlord’s address set forth in this Lease and by the method required by the terms of this Lease). One or more waiver(s) of Tenant’s right to purchase the Premises under the terms of any such Offer shall not constitute a waiver of Tenant’s right to receive notice and an opportunity to purchase the Premises under this paragraph if the terms of such Offer should thereafter be altered in any manner whatsoever and/or with respect to any subsequent bona fide offer to Landlord, its successors and assigns, during the remaining Term of this Lease. In the event Tenant fails (or elects not) to exercise it...
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. If at any time during the term of this Lease, the Landlord receives (1) a bona fide offer from any person to purchase the Jackxxx Xxxlding or any portion thereof, which the Landlord intends to accept, or (2) a bona fide offer from any person to purchase as a package the Jackxxx Xxxlding and the Penn-Sixth-Liberty Garage Building, which the Landlord intends to accept, the Landlord will send the Tenant a copy of the proposed contract and will notify the Tenant of the intention of the Landlord to accept it. The Tenant will have the right, within thirty (30) days after the delivery of that notice, to accept the terms of the said contract in its own name or in the name of a nominee, for the gross purchase price and under the terms
Sample 1
RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES. Notwithstanding any provision of this Lease or that certain Fuel Service and Truck Stop Operating Agreement between Lessee and Lessor of even date herewith to the contrary, Lessor irrevocably assigns to Lessee any and all of Lessor's rights of first refusal to purchase the premises in accordance with Article XVI, Sections 16.1, 16.2 and 16.3 of that certain Lease Agreement between S.W. Day and T. Xxx Xxxxxxxx; and River Port Tuck Stop, Inc., dated January 17, 1997 and that certain Assignment and Assumption of Lease from River Port Truck Stop, Inc. to River Port Truck Stop, L.L.C. dated May 19, 1998 (collectively referred to as the "Base Lease"). It is the parties' intention that this right of first refusal to Lessee shall survive the terms and conditions of this Lease and that certain Fuel Service and Truck Stop Operating Agreement. This Lease is made and signed in multiple originals, with the Effective Date as defined above.
Sample 1

Related to RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Right of First Offer to Purchase If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • Financing Right of First Refusal (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an "Additional Financing"), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a "Proposed Term Sheet") to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on "arm's length" terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the "Purchaser Term Sheet") setting forth the terms and conditions upon which Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.

  • Right of First Offer In the event that a Party (for the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by the Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Buyer shall affirm in writing to any interested party that the Seller has complied with the terms of this Section 8.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • First Right of Refusal Subtenant shall have the First Right of Refusal to lease any space that becomes available for lease in the Building. Upon receipt of an acceptable offer to lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, the parties will immediately execute a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects to not exercise the above rights with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstated.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

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