Certain Preemptive Rights. (a) Except as hereinafter provided in this Section 6.2, if after the date hereof the Company proposes to issue additional shares of common equity securities or securities convertible, exchangeable or exercisable for common equity securities ("Additional Shares"), the Company shall deliver to each holder of then outstanding Class C Common Shares written notice thereof, which notice shall include a general description of the terms of such proposed issuance of Additional Shares (including the number of Additional Shares to be so issued), the purchase price per Additional Share to be issued and the anticipated issuance date. Within ten (10) days of delivery of such notice, each holder may by written notice (the "Additional Shares Offer") offer to purchase in such proposed issuance up to a maximum number of the Additional Shares such that immediately after the purchase of such Additional Shares by such holder, the percentage of all shares of common equity securities issued and outstanding on a fully diluted basis (assuming conversion of warrants, options and other instruments of the Company convertible into or exchangeable for common equity securities other than the Warrants or the Rights) owned by such holder shall be unchanged as a result of such issuance. Any holder who fails to provide the Company with an Additional Shares Offer within such ten (10) day period shall be deemed to have waived its right to buy any Additional Shares or otherwise to participate in such proposed issuance. If the terms of the proposed issuance of Additional Shares set forth in the notice provided by the Company pursuant to this paragraph shall have materially changed from the date of such notice, the Company shall deliver to each holder of then outstanding Class C Common Shares an additional notice and such holder shall again have the rights set forth in this paragraph (and, if such holder shall have provided the Company with an Additional Shares Offer, such holder shall be entitled to amend such offer) in accordance with the time periods set forth in this paragraph.
Certain Preemptive Rights. For a period of four years from and after the date hereof, EIS shall be entitled to participate in any convertible or exchangeable debt, equity, warrant or convertible securities financing (the "Preemptive Right") undertaken by the Company (each, a "Capital Raising"), in order that EIS may maintain its then current PRO RATA percentage equity ownership interest (on a fully diluted basis) of the Company. Notwithstanding the foregoing, the Preemptive Right shall terminate and be of no further force and effect at such time as equity ownership interest of EIS and its affiliates in the Company falls below 5%, on a fully-diluted basis. Such participation by EIS shall be on terms no less attractive to EIS than those offered to any other potential investor in a Capital Raising financing; provided, that such Preemptive Right shall not apply to (i) any BONA FIDE offering to the public pursuant to the Securities Act, or (ii) an offering of securities solely in connection with (A) an acquisition of assets, merger, consolidation or similar transaction with an unaffiliated third party, or (B) an employee stock option plan.
Certain Preemptive Rights. (a) If the Company proposes to issue any shares of Common Stock to BRS or its Affiliates, other than in a transaction described in Section 3.4(d) below, the Company shall first offer in writing to sell to each Founding Investor such Investor's pro rata share of the proposed issue of Common Stock, at the same price and on the same terms at which the Company proposes to sell such issue to BRS or its Affiliates. For purposes hereof, a Founding Investor's "pro rata share" of an issue of Common Stock shall be that number which is equal to the product of (i) the number of shares proposed to be issued to BRS or its Affiliates, times (ii) a fraction, the numerator of which is the number of outstanding shares of Common Stock held by such Founding Investor, and the denominator of which is the aggregate number of outstanding shares of Common Stock calculated on a fully diluted basis.
Certain Preemptive Rights. If prior to a Qualified IPO the Company proposes to issue, sell, or grant securities convertible into shares of Common Stock (collectively, the "Securities"), then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance, and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Securities to be sold. If any such Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder under this Section 4.3 in respect thereof. This Section 4.3 shall not apply to: (i) issuances to employees or pursuant to employee benefit or stock option plans which shall not exceed 10% in the aggregate of the shares of capital stock of the Company, on a fully diluted basis; (ii) Securities distributed or set aside to all holders of Common Stock on a per share equivalent basis; (iii) any other issuance of Securities pursuant to or as a result of the transactions contemplated by the Recapitalization Agreement or issuance of Securities upon the conversion, exercise or exchange of such Securities or (iv) Securities issued in a business combination or acquisition approved pursuant to Section 2.2.
Certain Preemptive Rights. (a) If at any time prior to the consummation of a Qualified Public Offering the Company proposes to accept a capital contribution from any Person other than pursuant to Section 4.01(a) (a "Preemptive Interest"), the Company shall give each Member notice thereof at least 45 days before the proposed contribution and each Member shall have the right to participate in such contribution for a portion of such contribution allocated as set forth below on the same terms and conditions as such Person. The Members shall have 30 days to exercise such right by delivering written notice thereof to the Company. Such notice will specify the amount of the contribution the Member is willing to make and shall constitute a binding contract by the Member to make such contribution. Any contribution made pursuant to this Section 9.07 shall be referred to as a "Preemptive Contribution."
Certain Preemptive Rights. 14 K. Authorized and Reserved Common Stock and Company Preferred................15 L.
Certain Preemptive Rights. At and after such time as aggregate equity investments in the Company, including pursuant to this Agreement and the Concurrent Purchases, in the aggregate, equal or exceed $60,000,000, and so long as Purchaser owns Common Stock, such Purchaser shall, in connection with the issuance of additional Company equity securities to non-employees exclusively for cash in a transaction prior to any Qualifying Public Offering (as defined in the Certificate of Incorporation) (a "Triggering Issuance"), have the right to irrevocably subscribe for and purchase from the Company for cash, additional equity securities of the same kind, in the same relative proportions, at the same per share price and on such other terms and conditions identical in all material respects (except for differences necessary or desirable as a result of the regulatory status of a Purchaser, which differences will be implemented in as equitable a manner as practicable) as such equity securities are offered and sold in the Triggering Issuance; provided, however, that such Purchaser shall only be permitted to make such purchases as are necessary, after giving effect to (a) the Triggering Issuance, (b) Purchaser's exercise of this preemptive right, and (c) all concurrent exercises of similar rights available under this Agreement and under any other agreements, to maintain such Purchaser's proportionate interest in the Company after such issuance at the same level as immediately prior thereto. For purposes of this Section 3.J, "proportionate interest" shall be determined based on the number of shares of Common Stock purchased and still owned by the relevant Person (excluding Preferred Stock and Common Stock issued upon conversion of
Certain Preemptive Rights. Notwithstanding anything to the contrary contained in this Agreement (including the Schedules hereto), this Agreement shall not constitute an agreement by Seller to sell, assign or transfer or an offer to sell, assign or transfer any of the interests listed on Schedule 6.3 hereto (the "Joint Venture Interests") in the joint ventures listed on Schedule 6.3 hereto (the "Business Joint Ventures"), each of which may be subject to a right of first offer in favor of a third party. The parties acknowledge and agree that Seller may not be able to transfer the Joint Venture Interests or some portion thereof to Purchaser at the Closing because of existing contractual or other obligations of Seller or its Affiliates (or the applicable provisions of the joint venture agreement, limited liability company agreement or other constitutive document of a Business Joint Venture). Notwithstanding anything to the contrary contained in Article III hereof, if Seller is unable to transfer the Joint Venture Interests relating to any Business Joint Venture at the Closing, Purchaser shall be entitled to reduce the Purchase Price by an amount equal to the value of such Joint Venture Interests as mutually agreed by the parties acting reasonably (which values shall not exceed the fair market values of such Joint Venture Interests) prior to the offering of such Joint Venture Interests to the applicable third parties.
Certain Preemptive Rights. If, prior to an Initial Public Offering, the Company proposes to issue, sell, or grant Common Stock or Rights, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and on the same terms and conditions as offered to the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such transaction shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Common Stock or Rights to be sold. If any Wavetek Stockholder fails to accept such offer, by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WAVETEK STOCKHOLDER"), the Company shall offer to sell to each other Wavetek Stockholder that has accepted such offer (an "ACCEPTING WAVETEK STOCKHOLDER") such Accepting Wavetek Stockholders' pro rata portion (which shall be a percentage equal to the number of shares of outstanding Common Stock held by such Accepting Wavetek Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting Wavetek Stockholders desiring to acquire a portion of the Common Stock offered to the Declining Wavetek Stockholder; such proration shall be made so that Accepting Wavetek Stockholders shall have the right to acquire up to 100% of the shares allocated to the Declining Wavetek Stockholder) of the Common Stock offered to the Declining Wavetek Stock- holder. If any WG Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice (a "DECLINING WG STOCKHOLDER"), the Company shall offer to sell to each other WG Stockholder that has accepted such offer (an "ACCEPTING WG STOCKHOLDER") such Accepting WG Stockholders' pro rata portion (which shall be a percentage equal to the number of shares of outstanding Common Stock held by such Accepting WG Stockholder divided by the number of shares of outstanding Common Stock held by all Accepting WG Stockholders desiring to acquire a portion of the Common Stock offered to the Declining WG Stockholder; such proration shall be made...
Certain Preemptive Rights. 5 2.3 Right of First Refusal............................... 6 2.4 Co-Investment Opportunities.......................... 7 2.5 Conflicts of Interest................................ 8 2.6 Related Party Transaction............................ 8 2.7 Approval of Merger and Merger Agreement.............. 8 --------------------------------------- 2.8
