Preemptive and Similar Rights Clause Samples

The Preemptive and Similar Rights clause grants existing shareholders the right to purchase additional shares in the company before those shares are offered to outside investors. In practice, this means that when the company issues new shares, current shareholders have the opportunity to maintain their proportional ownership by buying a corresponding percentage of the new shares. This clause helps prevent dilution of existing shareholders' ownership and ensures they have a fair chance to participate in future equity offerings, thereby protecting their investment and influence in the company.
Preemptive and Similar Rights. The holders of the common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully-paid and nonassessable.
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Preemptive and Similar Rights. Other than any rights of the Rainbow Buyers pursuant to the 2001 Agreement and the 2002 Agreement, there are no preemptive rights, rights of first refusal or similar rights with respect to the MGM Interests and no such rights arise by virtue of or in connection with the transactions contemplated hereby. There are no other voting or similar contracts or agreements with respect to the MGM Interests other than the 2001 Agreement and the 2002 Agreement.
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Preemptive and Similar Rights. No person has the right, contractual or otherwise, to cause the Company to issue to it, or register pursuant to the 1933 Act, any beneficial interests in the Company upon the issue and sale of the CRA Preferred Shares through the Placement Agent hereunder, nor does any person have preemptive rights, resale rights, rights of first refusal or other similar rights to purchase any of the CRA Preferred Shares other than those rights that have been expressly waived, fully and unconditionally, prior to the date hereof; provided that, (i) the Company has previously issued 7,690,691 Series A Convertible Community Reinvestment Act Preferred Shares (of which 5,553,734 remain outstanding) and 2,590,000 Convertible Community Reinvestment Act Preferred Shares (of which 998,336 remain outstanding), that are collectively convertible into 6,503,609 common shares of beneficial interest, no par value (the "Common Shares") of the Company; (ii) Charter Mac Capital Company LLC has issued 16,164,905 special common units (of which 15,044,217 remain outstanding) that are convertible into 15,044,217 Common Shares on a one-for-one basis; and (iii) CM Investor LLC has issued 353,273 special membership units (all of which remain outstanding) that are convertible into 353,273 Common Shares on a one-for-one basis; provided, further that, the Company may issue Common Shares upon the exercise of outstanding options described in the Final Offering Memorandum.
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Preemptive and Similar Rights. ● The Buyers have the rights set forth in Section 4(p) to the January 2006 SPA, the June 2006 SPA and the November 2006 SPA, which rights will be terminated upon the closing of this transaction.
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Preemptive and Similar Rights o The Buyers have the rights set forth in Section 4(p) to the January 2006 SPA and the June 2006 SPA. OUTSTANDING OPTIONS AND WARRANTS o The Company has issued the options and warrants identified in Schedule "A" OUTSTANDING DEBT SECURITIES AND NOTES o The convertible debentures issued to the Buyers in the January 2006 SPA and June 2006 SPA are outstanding FINANCING STATEMENTS o Reference is made to the lien searches secured by the Company and provided to the Buyers on or before the date hereof. .
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Preemptive and Similar Rights. Each Seller hereby waives and releases any preemptive right, first right of refusal, option or other right such Seller may have under the articles of incorporation, by-laws, any shareholders’ agreement, or otherwise to acquire any shares of stock of Target, or any other securities of Target, in connection with this Agreement, the transactions contemplated by this Agreement, or any other agreement or transaction, including in connection with any past issuance or sale of securities by Target or any of its shareholders.
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Preemptive and Similar Rights. The Buyers have the rights set forth in Section 4(p) of the Schedules to the Securities Purchase Agreement dated January 5, 2006 (the "January 2006 SPA"). OUTSTANDING OPTIONS AND WARRANTS The Company has issued the options and warrants identified in Schedule "A" OUTSTANDING DEBT SECURITIES AND NOTES The convertible debentures issued to the Buyers in the January 2006 SPA are outstanding Advances made to the Fayetteville project by the Woodruff County partners, r▇▇▇▇▇▇▇ to at Schedule 3(s). FINANCING STATEMENTS
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Preemptive and Similar Rights. (a) Newry is the record and beneficial holder of all of the outstanding shares of the Company. No Person is entitled to any preemptive right, right of first refusal or similar right with respect to the Shares or as a result of the issuance of other securities of the Company. Newry is not a party to any voting trust, agreement or arrangement affecting the exercise of the voting rights of any security of the Company. (b) The Company is the record and beneficial holder of all of the outstanding capital stock of WWC. No Person is entitled to any preemptive right, right of first refusal or similar right with respect to the capital stock of WWC. The Company is not a party to any voting trust, agreement or arrangement affecting the exercise of the voting rights of any security of WWC. (c) WWC is the record and beneficial holder of all of the outstanding capital stock of Jiangxi. No Person is entitled to any preemptive right, right of first refusal or similar right with respect to the capital stock of Jiangxi. WWC is not a party to any voting trust, agreement or arrangement affecting the exercise of the voting rights of any security of Jiangxi.
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Related to Preemptive and Similar Rights

  • Preemptive Rights (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

  • No Preemptive Rights Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Limited Preemptive Rights Except as provided in Section 5.3, no Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership.

  • Preemptive Right The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.