Preemptive Right Sample Clauses
POPULAR SAMPLE Copied 13 times
Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
(ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for ...
Preemptive Right. Except as provided in this Section 5.8 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. Other than with respect to the issuance of Partnership Interests in connection with the Initial Public Offering, the General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests.
Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3.
a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants 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. Each of the other Participants shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant.
b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a).
c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants 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 15.3.
Preemptive Right. (a) Except as otherwise provided in Section 11.4, if a Partner desires to convey, assign or transfer all or any part of its Partnership Interest, the other Partner shall have a preemptive right to acquire such Partnership Interest as provided in this Section 11.3.
(b) A Partner intending to transfer all or any part of its Partnership Interest shall promptly notify the other Partner of such intent. The notice shall identify the proposed transferee and shall state the price (which shall be payable in cash only) and all other material terms and conditions of the intended transfer. The other Partner shall have 90 days from the date such notice is delivered to notify the transferring Partner whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly after notice of such election is delivered to the transferring Partner.
(c) If the Partner entitled to purchase hereunder fails to so elect within the period provided for in Section 11.3(b), the transferring Partner shall have 90 days following the expiration of such period to consummate the transfer to the proposed transferee at a price and on terms no less favorable to the transferring Partner than those set forth in the notice required in Section 11.3(b).
(d) If the transferring Partner fails to consummate the transfer to the proposed transferee within the period set forth in Section 11.3(c), the preemptive right of the other Partner with respect to any disposition of such Partnership Interest shall be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 11.3.
Preemptive Right. The Company hereby grants to each Stockholder the right to purchase, pro rata, all or any part of New Securities (as defined in Section 3.1 below) which the Company may, from time to time, propose to sell and issue. A pro rata portion, for purposes of this Agreement, is the ratio of the number of shares of Common Stock held by such Stockholder immediately prior to any purchase to the total number of shares of Common Stock of the Company issued and outstanding at such time. Each Stockholder shall have a right of over-allotment such that if any person fails to exercise its right hereunder to purchase its pro rata portion of New Securities, the other Stockholders may purchase the non-purchasing Stockholder's portion on a pro rata basis within five (5) business days from the date it receives notice from the Company that such person has failed to exercise its right hereunder to purchase its pro rata share of New Securities.
3.1. For the purpose of this Section 3, "New Securities" shall mean shares of Common Stock of the Company of any kind whether now or hereinafter authorized, and rights, options or wan-ants to purchase such Common Stock, and securities of any kind whatsoever that are, or may become, convertible into or exchangeable for such Common Stock; provided, however, that the preemptive right shall apply at the time of issuance of the right, warrant, option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof, and provided, further, that the term "New Securities" shall not include: (A) the securities of the Company issued pursuant to the terms of the Subscription Agreements, the Purchase Agreement or the Stock Purchase Agreement, (B) any Common Stock of the Company offered pursuant to a registration statement which has been declared effective after the date hereof under the Securities Act, whereby such securities shall be publicly traded on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., Automatic Quotation System or National Market System ("NASDAQ) or otherwise broadly distributed to the general public (a "Qualified Public Offering"), (C) an issuance of Shares to a seller as consideration for an acquisition by the Company of any other Person or all or substantially all of the business and assets of any other Person or a division of any Person, (D) shares of Common Stock of the Company or options to purchase such Common Stock granted or to be granted in connecti...
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.
Preemptive Right. Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in Exhibit H. Failure of a Member's Affiliate to comply with this Section and Exhibit H shall be a breach by such Member of this Agreement.
Preemptive Right. From and after the date hereof and subject to the terms and conditions hereof, and until the termination of this Shareholders’ Agreement in accordance with Section 8.3 hereof, if the Board of Directors decides to sell any equity securities or other securities convertible into or exchangeable for equity securities, then SOF shall have the right and option to buy from the Company a Pro Rata Amount (as defined below) of the same securities (the “Preemptive Shares”) and on the same terms and subject to the same conditions as such securities are being sold to the purchasing parties; provided, however, such right shall not apply to Permitted Issuances (the “Preemptive Right”). To the extent that SOF does not elect to purchase the Pro Rata Amount from APWC as described herein, SOF shall not have the right to participate in such transaction. The “Pro Rata Amount” shall be equal to the product of (a) the number of equity securities to be sold by the Company and (b) a fraction, the numerator of which shall be the number of Shares of Common Stock then currently Owned in the aggregate by SOF, and the denominator of which shall be the total number of issued and outstanding Shares of Common Stock as of the date of the Preemptive Notice (the “Pro Rata Percentage”).
Preemptive Right. Except as provided in this Section 5.5 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests.
Preemptive Right. Any Transfer by either Participant under SECTION 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant to the extent provided in EXHIBIT H. Failure of a Participant's Affiliate to comply with this ARTICLE XVI and EXHIBIT H shall be a breach by such Participant of this Agreement.