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) With respect to Castle Creek and CPV (for purposes of this Section 4.18, each, a “Preemptive Rights Purchaser”), for so long as such Preemptive Rights Purchaser, together with its Affiliates (and for purposes of this Section 4.18 with respect to Castle Creek, other investment funds who share a common discretionary investment advisor with Castle Creek), has continued to hold a Minimum Ownership Interest from and after the Closing, if at any time after the Closing Date the Company or any of its Subsidiaries makes any public or nonpublic offering or sale of any equity (including Common Stock, Series B Preferred Stock, Non-Voting Common Stock or restricted stock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as, an “equity kicker”) (including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Stock, Non-Voting Common Stock or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed or contemplated to be issued as of the Closing Date; (ii) pursuant to the granting or exercise of employee stock options, restricted stock or other stock incentives pursuant to the Company’s stock incentive plans approved by the Board or the issuance of stock pursuant to the Company’s employee stock purchase plan approved by the Board or similar plan where stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation in all cases not to exceed in the aggregate five percent (5%) of the outstanding shares of Common Stock as of the Closing Date, excluding outstanding employee stock options, restricted stock or other stock incentives as of the Closing Date; or (iii) issuances of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar non-financing transaction (collectively, “Excluded Issuances”)) or in connection with any issuance of debt to a third party, then each Preemptive Rights Purchaser shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms as such securities are proposed to be offered to others (subject to applicable regulatory considerations), up to the amount of New Se...
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.
