The "Right of First Offer" clause grants a party the opportunity to make an initial offer on an asset or business interest before the owner offers it to third parties. This ensures the holder of the right can negotiate terms without external competition, potentially securing a favorable deal.
Grant of Right of First Offer. At the time, if any, within 365 days after Landlord’s receipt of an Interest Notice that Landlord first intends to market or to negotiate with one or more third parties to lease an Expansion Space that Landlord determines in good faith to be consistent with the Parameters, other than marketing or negotiation regarding a lease arrangement with the existing lessee who would be renewing or extending its occupancy of such space (whether or not pursuant to a contractual right to do so), or with a lessee that holds a prior expansion right, Landlord shall give Tenant written notice (“Landlord’s Communication”) of the financial consideration and other terms upon which Landlord is willing to lease such portion of the Expansion Space to Tenant; Landlord is not obligated to offer the same portion of the Expansion Space to Tenant more than once during the period covered by a single Interest Notice. Landlord’s Communication shall constitute an offer to Tenant to lease such portion of the Expansion Space on the terms set forth in Landlord’s Communication and otherwise on the terms set forth in this Lease. Tenant specifically acknowledges that Landlord may offer such portion of the Expansion Space as part of a larger space and on terms that require Tenant to lease the entirety of the larger space. Tenant further acknowledges that Landlord may offer such portion of the Expansion Space for a length of term that is different than the Lease Term as to the Premises or one or more parts of the Premises. However, if a Landlord’s Communication is given prior to the first anniversary of the Fifth Expansion Commencement Date, then such portion of the Expansion Space described in such Landlord’s Communication shall be offered (i) for a term expiring on the same date as the Fifth Expansion Term, (ii) at the same per rentable square foot Base Rent rates as apply to the Fifth Expansion Premises from time to time, and (iii) with the same Allowance per rentable square foot as applies to the Fifth Expansion Premises prorated in a ratio of the number of months in the Lease Term as to such portion of the Expansion Space divided by 96.
Grant of Right of First Offer. Provided no Default then exists either at the time of delivery of the ROFO Notice and at the time of Sublandlord’s delivery of the ROFO Space (as such capitalized terms are defined herein) to Subtenant, Sublandlord shall, prior to offering any space in the Building to any party, first offer to lease to Subtenant the entirety (and not a portion) of the Building in an “AS-IS” condition by delivering notice of such offer (“ROFO Notice”) to Subtenant (the “Right of First Offer”). “ROFO Space” means all of the area in the Building which is not part of the original Subleased Premises which is being leased to Subtenant pursuant to this Sublease. Subtenant shall notify Sublandlord in writing whether Subtenant elects to lease the entire ROFO Space within seven (7) business days after Sublandlord delivers to Subtenant the ROFO Notice, TIME BEING OF THE ESSENCE with respect to Subtenant’s notice. If Subtenant fails or is unable to timely exercise its right hereunder with respect to the ROFO Space, then such right shall lapse, TIME BEING OF THE ESSENCE with respect to the exercise thereof, and Sublandlord may lease all or a portion of the ROFO Space to third parties on such terms as Sublandlord may elect (subject to Section 31, below). However, notwithstanding the terms of the preceding sentence, if the economic terms change by 10% or more, the size of the ROFO Space stated in the ROFO Notice changes by 10% or more, or there are material changes in the non-economic terms, then Sublandlord covenants and agrees to again offer such ROFO Space to Subtenant with the revised terms. Additionally, if Sublandlord has not leased any such ROFO Space within six (6) months following the date of the ROFO Notice, then such ROFO Space shall again be subject to Subtenant’s Right of First Offer. Except as otherwise set forth in this Section 30 to the contrary, Subtenant’s lease of the entire Building shall be on all of the terms and conditions of this Sublease. The ROFO Space is deemed to contain 56,158 rentable square feet for purposes of calculating Sublease Base Rent, but the ROFO Space will also include the remaining portions of the Building currently leased by Sublandlord pursuant to the terms of the Prime Lease. Accordingly, upon exercising the Right of First Offer pursuant to the terms hereof, Subtenant will lease from Sublandlord, and Sublandlord will lease to Subtenant, the Building.
Grant of Right of First Offer. Subject to the terms and conditions of this Exhibit J , Landlord hereby grants to Tenant a right of first offer to lease space in the Building that is contiguous and adjacent to the Premises (the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Tenant: (a) shall commence only following the expiration or earlier termination of the initial lease (or leases, as the case may be) of the First Offer Space, regardless of whether any such lease is executed prior to or after the date of the Lease, including the expiration of any renewal, extension or expansion rights set forth in any such lease, regardless of whether such renewal, extension or expansion rights are effected strictly in accordance with their terms, or pursuant to a lease amendment or a new lease; and (b) shall be subject and subordinate to the rights granted to any other third-party prior to the Effective Date (the “Superior Right Holder”) to lease such First Offer Space. Tenant’s right of first offer shall be on the terms and conditions set forth in this Exhibit J.
Right of First Offer. 1.Grant of Option; Conditions. Tenant shall have a right of first offer (the “Right of First Offer”) with respect to any space currently leased by 24M Technologies, Inc. at the Building (an “Offering Space”).
In any event, Tenant’s delivery of a Notice of Exercise shall be deemed to be the irrevocable exercise by Tenant of its Right of First Offer subject to and in accordance with the provisions of this Section 6. Notwithstanding the foregoing, Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (a)There exists an Event of Default under the Lease at the time that Landlord would otherwise deliver the Advice; or (b)as of the date on which the Offering Space is expected to be delivered to Tenant, there is not at least three (3) years remaining in the Term; or (c)more than 25% of the Premises (in the aggregate) is sublet (other than pursuant to a Transfer to an Affiliated Entity or Successor under Section 13.7 of the Lease) at the time Landlord would otherwise deliver the Advice; or (d)the Lease has been assigned (other than pursuant to a Transfer to an Affiliated Entity or Successor under Section 13.7 of the Lease) prior to the date Landlord would otherwise deliver the Advice; or (e)the Existing Tenant is interested in extending or renewing its lease for such portion of the Offering Space or entering into a new lease for such portion of the Offering Space.
If Tenant exercises its Right of First Offer, and if Tenant has not yet utilized all of the Allowance prior to its exercise of the Right of First Offer, Tenant may apply the then-remaining balance of the Allowance to any portion of the Premises then-leased by Tenant. For purpose of clarification, if a Right of First Offer option is exercised, the Allowance may be applied to the Offering Space prior to the commencement of the Extended Term or after the commencement of the Extended Term, as the case may be.
Termination of Right of First Offer. The rights of Tenant hereunder with respect to each applicable portion of the Offering Space shall terminate on the earlier to occur of: (i) the Expiration Date or earlier termination of this Lease; (ii) Tenant's failure to exercise its Right of First Offer within the 10 business day period provided in Section 6.1 above with respect to the particular Offering Space which was offered to Tenant; and (iii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Section 6.1 above. If Tenant exercises its Right of First Offer, or loses its Right of First Offer as described above in this Section 6.3, with respect to an Offering Space, Tenant nonetheless shall continue to have a Right of First Offer on any other applicable portion of the Offering Space until the applicability of the earlier of items (i), (ii), or (iii) with respect to any applicable portion of the Offering Space. In addition, if Landlord provides Tenant with an Advice for any applicable portion of the Offering Space that contains expansion rights (whether such rights are described as an expansion option, right of first refusal, right of first offer or otherwise) with respect to any other portion of the Offering Space (such other portion of the Offering Space subject to such expansion rights is referred to herein as the “Encumbered Offering Space”) and Tenant does not exercise its Right of First Offer to lease the portion of the Offering Space described in the Advice, Tenant’s Right of First Offer with respect to the Encumbered Offering Space shall be subject and subordinate to all such expansion rights contained in the Advice.
If Tenant exercises its Right of First Offer for a particular portion of the Offering Space, Landlord shall prepare an amendment (the "Offering Amendment") adding the applicable portion of 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 Share and other appropriate terms. A copy of the Offering Amendment shall be (i) sent to Tenant within a reasonable time after Landlord’s receipt of the Notice of Exercise executed by Tenant, (ii) revised by Landlord, if necessary, to incorporate any changes by Tenant that are necessary to accurately reflect the terms and conditions of Tenant's Right of First Offer; and (iii) executed and returned by Tenant to Landlord within 15 business 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.
Right of First Offer. If any Shareholder (“Offeror Shareholder”) intends to Transfer, in whole or part, directly or indirectly, their Attached Shares (“Offered Attached Shares”), the Offeror Shareholder shall, firstly and as a condition of the Transfer, submit to the other Shareholders (“Offeree Shareholders”), in accordance with Clause 4.4, their binding sale proposal (the “First Offer Notice”), specifying the total number and price of the Offered Attached Shares, including payment conditions (the “Proposed Transfer Amount”), through which the Offeror Shareholder irrevocably agrees to sell the Offered Attached Shares, if one or more Offeree Shareholders exercise the right to acquire the Offered Attached Shares, in accordance with the terms and conditions proposed, observing the procedure set forth below (“Right of First Offer”).
.If the Right of First Offer is exercised for all (and not less than all) of the Offered Attached Shares, such Shares shall be acquired and Transferred to the Offeree Shareholder(s) who exercise(s) the Right of First Offer, and the Offeror Shareholder and the respective Offeree Shareholder(s) shall consummate such Transfer, pursuant to First Offer Notice, on the sixtieth (60th) Business Day as from the end of the First Offer Period. Should two (2) or more Offeree Shareholders exercise their Right of First Offer, the Offered Attached Shares shall be distributed among said Offeree Shareholders: (i) in the proportion agreed upon by the Offeree Shareholders who have exercised their Right of First Offer, by means of a written instrument submitted to the Offeror Shareholder; or, if there is no agreement for such purpose; (ii) in the proportion of the number of Attached Shares held by them in relation to the total Attached Shares issued by the Company (excluding the ownership interest of the Offeror Shareholder and the other Offeree Shareholders who did not exercise their Right of First Offer).
Right of First Offer. Landlord and Tenant hereby reaffirm Tenant’s right of first offer set forth in Section 14 of the Second Amendment to Lease, provided that such right of first offer hereby is amended such that the right of first offer shall also apply (in addition to the areas referenced in Section 14 of the Second Amendment) to, subject to any existing rights granted to any other tenants, any space on the second (top) floor of the 3301 Building the first time that such space will become available for lease to a third party (i.e. a party other than the then current tenant).
This letter will confirm that the terms of the Right of First Offer dated August 8, 2017 (the “ROFO”) are hereby waived for an additional twelve-month period from October 1, 2021 through September 30, 2022 and that The tru Shrimp Company is permitted to solicit offers to invest in the securities of The tru Shrimp Company and accept such offers during such waiver period without further obligation to Schwan’s.
Right of First Offer. If the Tenant is not in default of its obligations under the Lease, during the Term, the Tenant is granted an ongoing right of first offer (“ROFO”) to lease additional space in the Building as such additional space becomes available. The Landlord shall give the Tenant written notice of the availability of any of said additional space. The Tenant will have 15 Business Days from the receipt of the Landlord’s notice to notify the Landlord in writing whether the Tenant will lease the additional space. If the Tenant accepts the offer, the parties will amend the Lease to add the additional space to the Premises, the term of the lease for the offered space will match the Term of the Lease (as amended by this Amendment), and the other terms applicable to the additional space will be the same as under the Lease (as amended by this Amendment) with the Base Rent increased to account for the increase in the Premises. If the Tenant declines the offer to lease additional space or fails to notify the Landlord within the 15 Business Days, the Tenant’s right of first offer with respect to that space will be null and void and of no further force and effect, and the Landlord will be free to lease that space to any person or entity upon any terms and for any purpose.
Right of First Offer Tenant shall have a one-time Right of First Offer (the “Right of First Offer”) to lease Suite 900 at the Building if it is available for lease during the Term (“Right of First Offer Space”). The Right of First Offer shall begin only after the expiration or earlier termination of any leases or subleases existing as of the Effective Date with respect to any portion of the Right of First Offer Space (“Superior Leases”), including any renewal or extension rights in the Superior Leases (whether or not such renewal or extension is consummated under a lease amendment or new lease). The Right of First Offer shall not apply to Superior Leases even if there is no current option for renewal or extension in favor of the Tenant as of the Effective Date, as such Superior Leases may be extended or renewed by Landlord after the Effective Date. In addition, the Right of First Offer shall be subordinate and secondary to all rights of expansion, rights of First Option, rights of first offer, or similar rights granted to the tenants of the Superior Leases as of the Effective Date. Such Right of First Offer shall be exercisable by Tenant only if no Event of Default by Tenant under this Lease then exists and is continuing beyond the expiration of any notice and cure periods applicable thereto under the Lease, as of the date of submission of the Offer (as defined below) by Landlord to Tenant.
Landlord shall provide Tenant with written notice (“Right of First Offer Notice”) when Landlord determines that the Right of First Offer Space will become available for lease to third parties, as long as no exceptions related to Superior Leases applies. If Landlord provides Tenant with a Right of First Offer Notice, Tenant shall have five (5) business days after receipt of Landlord’s Right of First Offer Notice to advise Landlord that Tenant wishes to lease the Right of First Offer Space listed in the Right of First Offer Notice, provided Tenant shall lease all of the applicable Right of First Offer Space, subject to lease terms required by Landlord (“Exercise Notice”).
Right of First Offer. The Company hereby grants to each Stockholder the right of first offer to purchase its pro rata share of New Securities (as defined in Section 6.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Stockholder’s pro rata share, for purposes of this right of first offer, is equal to the ratio of (a) the number of shares of Common Stock owned by such Stockholder immediately prior to the issuance of New Securities (determined on a fully-diluted basis) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (determined on a fully-diluted basis). Each Stockholder shall have a right of over-allotment such that if any Stockholder fails to exercise its right hereunder to purchase its pro rata share of New Securities, the other Stockholders may purchase the non-purchasing Stockholder’s portion on a pro rata basis.
The right of first offer granted under this Agreement shall expire upon, and shall not be applicable to, the Company’s Initial Public Offering.
Grant. For so long as the Investors or their Affiliates hold any shares of Series X Preferred Stock, the Company hereby unconditionally and irrevocably grants to the Investors and their Affiliates a right of first offer (the “Right of First Offer”) with respect to the provision of any future debt or preferred equity financing to the Company or its Subsidiaries (any such financing, a “ROFO Financing”). For the avoidance of doubt, the Company shall first comply with the provisions of this Section 5 with respect to a ROFO Financing, and if an Alternative Financing (as defined below) is elected by the Company, then the Company shall comply with the provisions of Section 4 with respect to such Alternative Financing, if applicable. Notwithstanding anything to the contrary contained herein, the Right of First Offer shall not apply to any future debt or preferred equity financing of the Company or its Subsidiaries to the extent the Board of Directors determines in good faith that the Company intends to raise such financing in order to pay the entirety of the applicable Series X Redemption Price (as defined in the Certificate of Designations) payable in respect of all outstanding shares of Series X Preferred Stock.
Exceptions. The right of first offer in this Section 4 shall not be applicable to securities issued (a) pursuant to any equity- or incentive-based compensation plan or agreement approved by the Board of Directors, (b) as a result of any stock or equity split (or reverse split) of the Company or any of its Subsidiaries effected on a pro rata basis among all equity interests of the same class or series, (c) as a dividend or distribution on Series X Preferred Stock, (d) by a direct or indirect Subsidiary of the Company to the Company or another direct or indirect Subsidiary of the Company, (e) pursuant to the Purchase Agreement, (f) to Persons as direct consideration for the acquisition of another corporation or other entity, or the acquisition of a line of business or of assets of another corporation or other entity, by the Company or any of its Subsidiaries, by stock purchase, merger, purchase of all or substantially all assets or other reorganization or (g) upon the conversion or exchange of any other securities that were (i) issued prior to the date of this Agreement, (ii) offered to the Investors pursuant to this Section 4 or (iii) exempt from this Section 4.
Conflict. In the event of any conflict between this Agreement and any other agreement or Organizational Document of the Company containing a right of first offer or refusal, the terms of this Agreement shall control.
The Right of First Offer (ROFO) is a contractual agreement that gives one party the opportunity to make a purchase offer before the owner offers the property to others. This means that the holder has the chance to negotiate a deal before the property is placed on the open market. This type of agreement is commonly used in real estate transactions, allowing tenants to purchase the property they are renting before it is sold to a third party.
You should use a Right of First Offer in situations where:
When writing a Right of First Offer, it is essential to include the following elements:
Example:
“In the event that the Owner decides to sell the Property, the Owner shall provide the Buyer with written notice of such intent. The Buyer shall have the right to submit an offer to purchase the Property within 30 days of receiving this notice, before the Owner offers the Property for sale to any third party.”
The Right of First Offer is typically found in the following types of contracts:
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Right of First Refusal to Lease" clause grants an individual or entity the first opportunity to lease a property before the owner can offer it to other potential tenants. This provision ensures the holder has the priority to either accept the lease terms or waive the opportunity, allowing the owner to proceed with other parties.
The right of last refusal clause grants a party the opportunity to match any offer that another party is prepared to accept before a deal is finalized. This ensures that they have the final chance to secure the deal under the same terms offered by another potential buyer or partner.
The "Right of Reversion" clause refers to a contractual provision that allows property, rights, or interests to revert back to the original owner or grantor after certain conditions are met or upon the occurrence of specific events. This clause is often used in agreements to ensure that the original party retains future control over the asset if the terms of the agreement are not fulfilled or if certain triggers, like the expiration of a lease, come into effect.
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