Pre-Emptive Right Clause Samples
A Pre-emptive Right clause grants existing shareholders the first opportunity to purchase new shares issued by a company before they are offered to external investors. In practice, when the company plans to issue additional shares, it must first offer them to current shareholders in proportion to their existing holdings, allowing them to maintain their ownership percentage. This clause primarily serves to protect shareholders from dilution of their ownership and voting power, ensuring they have the option to preserve their influence within the company.
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Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person.
(b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:
(i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent;
(ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and
(iii) the proposed purchase price per share.
(c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable.
(d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchas...
Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”).
(2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other s...
Pre-Emptive Right. Except as otherwise provided in Section 8.04, if either party (the "Selling Party") desires to Transfer all or any part of its Interest, the other party (the "Remaining Party") shall have a pre-emptive right to acquire such Interest as provided in this Section 8.03:
(a) if the Selling Party intends to Transfer all or any of its Interest, it shall promptly notify the Remaining Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Alternatively, the Selling Party may propose terms of a sale that may be offered to a prospective purchaser. If the consideration for the intended Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent based upon the fair market value of the non-monetary consideration stated in terms of cash or currency, together with information sufficient to establish the basis for such equivalence. The Remaining Party shall have 30 days from the date such notice is delivered to notify the Selling Party whether it elects to acquire the offered interest for the same consideration or its monetary equivalent in cash or currency, and on the same terms and conditions as set forth in the notice. If the Remaining Party so elects, the Transfer shall be consummated promptly after notice of such election is delivered to the Selling Party;
(b) if the Remaining Party does not so elect within the period provided for in Section 8.03(a), the Selling Party shall have 90 days following the expiration of such period to consummate the Transfer to a third party for the consideration and on terms no less favourable than those offered by it to the Remaining Party in the notice required in Section 8.03(a); and
(c) if the Selling Party fails to consummate the Transfer to a third party within the period set forth in Section 8.03(b), the pre-emptive right of the Remaining Party in such offered Interest shall be deemed to be revived. Any subsequent proposal to Transfer such Interest shall be conducted in accordance with all of the procedures set forth in this Section 8.03.
Pre-Emptive Right. Subject to Section 3.5 hereof, the Company hereby grants to each Holder (the "Pre-Emptive Purchasers") an irrevocable right to purchase a Proportionate Number (as defined in Section 3.2(a)) of shares of Common Stock in respect of the issuance or sale (or deemed issuance or sale) by the Company, from time to time during each fiscal quarter of the Company commencing with the fiscal quarter during which this Agreement becomes effective, of New Securities to third parties (the "Pre-Emptive Right"). The Pre-Emptive Right shall be subject to the following provisions of this Article III.
Pre-Emptive Right. Subject to the provisions of Section 4.2 hereof, in the event the Corporation wishes at any time to issue any Shares (except for the granting of options to employees not to exceed 10% of the issued and outstanding shares of the Corporation) it shall offer them for purchase by the Shareholders by notice given to each Shareholder. Such notice shall be given within 10 days of the approval of the Board of Directors of a proposal to issue Shares to raise funds and shall set forth a description of the Shares to be offered, the purchase price and the purchase date which shall be a date not earlier than twenty (20) days after the date of such notice. Upon receipt of such notice, each such Shareholder shall have the right to subscribe for and purchase a number of such Shares determined by multiplying the total number of Share offered by a fraction, the numerator of which shall be the number of Common Shares owned by such Shareholder at the date of such notice and the denominator of which shall be the total number of Conunon Shares outstanding as at the date of such notice. Such right shall be exercised by the Shareholder by giving notice of acceptance to the Corporation within twenty (20) days after the receipt of the notice from the Corporation. In the event that the Shareholder does exercise such right it shall subscribe, purchase and pay for such Shares on the purchase date set forth in the notice of the Corporation. If all the Shareholders do not subscribe for their respective proportions, the unsubscribed Shares shall be used to satisfy the subscriptions of such Shareholders for Shares in excess of their proportion and, if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Shares, the unsubscribed Shares shall be divided pro rata among the Shareholders desiring Shares as nearly as may be in proportion to the number of Common Shares held by them respectively at the date of such notice, but no Shareholder shall be bound to take any such Shares in excess of the amount it desires. It shall be a condition to the issuance of any new shares that the new Shareholder become party to this Agreement or, if agreed by the Board, another shareholder or share restriction agreement approved by the Board.
Pre-Emptive Right. The Company hereby grants to each Shareholder a right of first refusal to subscribe for its pro rata share of any such increase in shareholders equity capital that the Company may, from time to time, propose. A Shareholder's "pro rata share", for purposes of this pre-emptive right, shall be determined according to the number of Ordinary Shares owned by such Shareholder immediately prior to the issuance of the Ordinary Shares in relation to the total number of Ordinary Shares outstanding immediately prior to the issuance of the Ordinary Shares. Each Shareholder shall have a right of over-allotment such that, if any Shareholder fails to exercise its right hereunder to subscribe for its pro rata share of the increase in shareholders equity capital, the other Shareholders may subscribe for the non-subscribing Shareholder's portion on a pro rata basis in accordance with Section 9.4 below.
Pre-Emptive Right. Subject to Section 2.7, if Asanko proposes to issue any Securities (the “Offered Securities”) from treasury for the purpose of raising capital (an “Equity Financing”), which for greater certainty shall not include any Excluded Issuance, GF Canco will have the right (the “Pre-Emptive Right”) to subscribe for and to be issued a number of equivalent Securities in such number as will permit it to maintain its Pro Rata Percentage as existed immediately prior to the Equity Financing, to a maximum of 9.9%. For the avoidance of doubt, the Pro Rata Percentage is to be reduced only by voluntary sales of Securities by GF Canco (or other members of the GF Group) or as a result of GF Canco failing to exercise its Pre-Emptive Right when available to be exercised in respect of any Equity Financing. The Pre-Emptive Right may be exercised as part of the Equity Financing at the subscription price per Offered Security under the Equity Financing and otherwise on substantially the terms and conditions of the Equity Financing (provided that, if GF Canco is prohibited by Canadian Securities Laws or other Applicable Law from participating on substantially the terms and conditions of the Equity Financing, Asanko shall use commercially reasonable efforts to enable GF Canco to participate on terms and conditions that are as substantially similar as circumstances permit) as follows:
(a) in the case of an Equity Financing that includes Common Shares, up to such number of Common Shares that will allow GF Canco to acquire, or maintain, as applicable, a percentage ownership interest in the Common Shares equal to the lesser of 9.9% or its Pro Rata Percentage of the issued and outstanding Common Shares after giving effect to such Equity Financing; and
(b) in the case of an Equity Financing that includes Offered Securities other than Common Shares, up to such number of such Offered Securities that will (after giving effect to the Equity Financing and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Equity Financing and issuable pursuant to this Section 2.1) allow GF Canco to acquire, or maintain, as applicable, a percentage ownership interest in the Common Shares equal to the lesser of 9.9% and its Pro Rata Percentage of the issued and outstanding Common Shares after giving effect to such Equity Financing and assuming conversion, exercise or exchange of all of the convertible, exercisable or exc...
Pre-Emptive Right. The Company hereby grants to each Purchaser who owns shares of Series Preferred or Common Stock (such Purchasers referred to as the "Pre-Emptive Purchasers") the right to purchase a pro rata portion of New Securities (as defined in Section 4.2) which the Company may, from time to time, propose to sell and issue (the "Pre-Emptive Right"). Such Pre-Emptive Purchaser's pro rata share for purposes of this Pre-Emptive Right is the ratio of the number of shares of Common Stock owned by such Pre-Emptive Purchaser (on an as-converted, as-exercised basis) immediately prior to the issuance of New Securities, to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of all securities and full exercise of all outstanding rights, options and warrants to acquire Common Stock of the Company. Each Pre-Emptive Purchaser exercising their portion of the Pre-Emptive Right in full (an "Exercising Pre-Emptive Purchaser") shall have a right of over-allotment such that if any other Pre-Emptive Purchaser fails to exercise its right hereunder to purchase its pro rata share of New Securities (a "Non-Purchasing Pre-Emptive Purchaser"), such Exercising Pre-Emptive Purchaser may purchase such portion, on a pro rata basis, by giving written notice to the Company within ten (10) calendar days from the date that the Company provides written notice of the amount of New Securities such Non-Purchasing Pre-Emptive Purchasers have failed to exercise their Pre-Emptive Rights hereunder. This Pre-Emptive Right shall be subject to the following provisions of this Section 4.
Pre-Emptive Right. Prior to the Purchaser making any offer to sell Selected Portfolio Assets to any person other than to the Seller, the Purchaser shall first offer to sell such Selected Portfolio Assets to the Seller by serving on the Seller a notice in writing in the form set out in Schedule 8.1 (the “Portfolio Asset Offer Notice”), subject to and in accordance with the terms of Article 7 of the Guarantor Agreement.
Pre-Emptive Right. 10.1 Party B may propose to renew the lease three (3) months prior to the expiration of the lease term and, if Party A intends to continue to lease out the premises mentioned above and Party B has no material default during the lease term, Party B shall have the pre-emptive right to enter into the renewal lease contract for the premises mentioned above under the same conditions and terms.
10.2 During the lease term or upon expiration of the lease term, if Party A intends to sell the premises mentioned above and Party B has no material default during the lease term, Party B shall have the pre-emptive right to purchase the premises mentioned above under the same conditions and terms.