ROFR. At any time while the Note is outstanding, the Company desires to borrow funds, raise additional capital and/or issue additional promissory notes convertible into shares of securities of the Company (a “Prospective Financing”), the Purchaser shall have the right of first refusal to participate in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing (the “ROFR Notice”) to the Purchaser prior to effectuating any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including, but not limited to, the proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable. Upon Purchaser’s receipt of the ROFR Notice, Purchaser shall have the exclusive right to participate in such Prospective Financing(s), upon the terms specified in the ROFR Notice, by sending written notice to the Company within seven (7) business days after Purchaser’s receipt of the ROFR Notice. In the event Purchaser fails to exercise its right of first refusal with respect to an ROFR Notice within the time set forth above, Purchaser shall be deemed to have waived its right of first refusal with respect to such Prospective Financing, provided that it shall retain such right with respect to any future Prospective Financing. Notwithstanding anything contained herein, the Company shall not furnish any material non-public information concerning the Company without the Purchaser’s prior written consent, and shall initially only indicate to the Purchaser that the Company contemplates a financing. Notwithstanding anything contained herein, in no event shall the Purchaser be entitled to purchase any securities which would cause the sum of (1) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of directly or indirectly purchasable under this Section, to exceed 4.9% of the outstanding shares of Common Stock (or 9.99% of the total issued Common Stock of the Co...
ROFR. Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It...
ROFR. If, at any time following the Effective Time, SpinCo or any of its Affiliates (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer.
ROFR. In the event Sublessor desires to sublease additional ---- portions of the Leased Premises to third parties (or assign its interest in the Lease, in whole or in part, to third parties) upon terms that a third party desires to accept, or Sublessor receives a bona fide offer from a third party potential sublessee to sublease additional portions of the Leased Premises or take an assignment, in whole or in part, of Sublessor's interest in the Lease, which offer Sublessor desires to accept (the portion of the Leased Premises that is subject to any such offer is herein called the "Offered Property"), then: ----------------
ROFR. Except where such violation could not reasonably be expected to have a Material Adverse Effect, perform and observe all the terms and provisions of each ROFR to be performed or observed by it; enforce each such Repurchase Option and ROFR in accordance with its terms; refrain from taking any action (or permitting any action to be taken) that would trigger any ROFR unless a waiver, release or similar dispensation is obtained; and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent to the extent that such action is reasonably necessary to cause the applicable Loan Party or Restricted Subsidiary to be in compliance with any applicable Repurchase Option or ROFR. It is agreed that any request for a waiver or release of any applicable Repurchase Option or ROFR or ROFR Statute shall not be deemed to violate this Section 6.16.
ROFR. One of the following shall have occurred: (i) Alltel shall have waived in writing its right to exercise its ROFR, (ii) Alltel shall have notified Seller in writing that it has elected not to exercise its ROFR (or that it is withdrawing a previous exercise of its ROFR and is electing instead not to exercise its ROFR), (iii) Alltel shall have failed to exercise its ROFR within 40 days after its receipt of the ROFR Notice from Seller, or (iv) all of the following shall have occurred: (A) Alltel shall have validly exercised its ROFR, (B) Alltel and Buyer shall have executed the GP Designation Agreement and delivered it to the Partnership, (C) Alltel and Seller shall have entered into a partnership interest purchase agreement, on substantially the same terms as this Agreement, with respect to Alltel's purchase of a 17% interest in the Partnership from Seller (the "Alltel Purchase Agreement"), and (D) the closing of the transaction contemplated by the Alltel Purchase Agreement shall have taken place contemporaneously with the Closing.
ROFR. Subject to the provisions below, and provided there is no Event of Default by Tenant under the Lease and that Tenant has not subleased or assigned its rights thereunder, Tenant shall have a Right of First Refusal (“ROFR”) with respect to the suite which is contiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (“ROFR Notice”) of the major economic terms of any bona fide offer to lease the ROFR Space which Landlord has made to or received from a third party. The major economic terms in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If Tenant does not provide a timely Acceptance Notice, or timely execute the separate lease or ,,lease amendment, then Landlord may lease the ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, ...
ROFR. Each ROFR will have expired under the terms of the applicable Contract or the ROFR Holder will have waived its ROFR in writing prior to the ROFR’s expiry; provided that if a ROFR Holder exercises a ROFR neither the Buyer nor the Parent may terminate this Agreement except in accordance with Section 8.01(c).
ROFR. In the event UGAAA contemplates entering into an agreement for substantially the same Services as described in this Agreement with a third party during the Term, UGAAA grants to Xxxxxx the right of first refusal (the “ROFR”) for UGAAA’s investment in any such third-party agreement. UGAAA shall grant Xxxxxx the ROFR on the same terms and conditions offered by the third party. Xxxxxx’s right to exercise the ROFR will be (15) business days upon written notice from UGAAA of such third-party offer.
ROFR. In the event Scribe Service Provider intends to provide Scribes to a third party via a bona-fide, good-faith contemplated commercial transaction (“ROFR Third Party”), Scribe Service Provider shall first provide written notice to Augmedix that includes the number of Scribes Scribe Service Provider would provide to the third party (the “ROFR Notice”). The ROFR Notice shall identify the type of third-party customer Scribe Service Provider would provide services as either a hospital, other healthcare provider (specifying type of provider), or vendor, but shall not include the actual name of such third party. Within ten (10) business days of receipt of such ROFR Notice, Augmedix shall have the option to provide written notice to Scribe Service Provider and such notice shall act as a commitment to engage Scribe Service Provider for all of the capacity set forth in ROFR Notice at a cost no less than equal to the aggregate fee structure proposed in the ROFR Notice. If the Parties have not executed a mutually agreed to SOW with respect to such capacity set forth in the ROFR Notice within fifteen (15) business days of receipt of such ROFR Notice, Scribe Service Provider may provide such capacity to the ROFR Third Party. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO AUGMEDIX, INC. IF PUBLICLY DISCLOSED.
