Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.
Preemptive Rights. No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) the issuance or sale of any Partnership Units or other Partnership Interests.
Preemptive Rights. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its securities.
Preemptive Rights. No Stockholder has, or hereby waives, any preemptive or other right to acquire shares of Company Stock that such Stockholder has or may have had.
Preemptive Rights. There are no preemptive rights or other rights (other than rights which have been waived in writing in connection with the transactions contemplated by this Agreement or otherwise satisfied or as described in the Prospectus) to subscribe for or to purchase any shares of capital stock of the Company or other equity interests of the Company or any of its subsidiaries, or any agreement or arrangement between the Company and any of the Company’s stockholders or between any of the Company’s subsidiaries and any of such subsidiary’s stockholders, or to the Company’s knowledge, between or among any of the Company’s stockholders or any of its subsidiaries’ stockholders, which grant special rights with respect to any shares of the Company’s or any of its subsidiaries’ capital stock or which in any way affect any stockholder’s ability or right to alienate freely or vote such shares.
Preemptive Rights. All stockholders of the Company having any preemptive, first refusal or other rights with respect to the issuance of the Preferred Shares or the Conversion Shares shall have irrevocably waived the same in writing.
Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.
Preemptive Rights. (a) Except for issuances of equity securities or securities or instruments containing equity-like features (i) in the form of Class A Common Stock or options to acquire Class A Common Stock to employees, directors or consultants of the Company or any of its Subsidiaries, (ii) upon the conversion, recapitalization or reorganization of any securities of the Company, (iii) as consideration for the acquisition of or investment in another company or business (whether through a purchase of securities, a merger, consolidation, purchase of assets or otherwise), including, without limitation, joint ventures and strategic alliances, (iv) pursuant to a registered public offering of Class A Common Stock under the Securities Act, (v) as additional yield or return in respect of institutional indebtedness for borrowed money, (vi) as a dividend or other distribution in respect of the Company's equity securities or (vii) in connection with a stock split or similar event, if the Company authorizes the issuance or sale of any shares of Class A Common Stock or any other equity securities of the Company or any securities, options or other rights to acquire any shares of Class A Common Stock or other equity securities of the Company (any such securities or rights referred to herein as "ADDITIONAL SECURITIES"), the Company shall first offer to sell to each holder of Stockholder Shares (other than shares of Class A Common Stock issued or issuable upon exercise of stock options (such shares referred to herein collectively as "OPTION SHARES")) a portion of such Additional Securities equal to the quotient determined by dividing (A) the number of shares of Class A Common Stock (other than Option Shares) held by such holder by (B) the total number of shares of Class A Common Stock outstanding on a fully-diluted basis (assuming exercise of all outstanding rights to acquire shares of Class A Common Stock); provided that such offer shall be made only to the holders of Stockholder Shares that are "accredited investors" under Regulation D of the Securities Act, or the Company otherwise consents to such holders' participation under this paragraph 6; and provided further that, if such Additional Securities are being offered in combination with other securities of the Company, the Persons exercising rights pursuant to this paragraph 6 shall also be required to purchase the same strip of securities on the same terms and conditions as being offered by the Company. Holders of Stockholder Shares ...
Preemptive Rights. If ResNet issues any additional shares of its capital ----------------- stock (including by sale of treasury stock), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash e...
Preemptive Rights. No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created.
