EMPTION RIGHTS Clause Samples
An Emption Rights clause grants a party the preferential right to purchase certain property or assets before the owner can sell them to a third party. Typically, this clause outlines the process by which the right-holder is notified of a potential sale and given a specified period to match any offer received from another buyer. The core function of this clause is to protect the interests of the right-holder by ensuring they have the first opportunity to acquire the asset, thereby preventing unwanted transfers to outside parties.
EMPTION RIGHTS. There are no parties with pre-emption rights in relation to the present issue of the Issue Shares.
EMPTION RIGHTS. By the Shareholders’ Resolution, the General Meeting has resolved to exclude the pre-emption rights in respect of the issue of the Shares.
EMPTION RIGHTS. The new regime also foresees that in case the landlord has the intention to sale, or transfer in lieu of payment, the leased premises, the same must communicate to the tenant, through registered letter with acknowledgment receipt, the sale/transfer project and relevant agreement clauses for the purposes of the relevant pre-emption right exercise. The deadline for the tenant to reply is of 30 days, as of the said communication reception date. It will continue to apply, with the necessary adaptations, the same rules applicable to the preferential pacts, namely in case of accessory obligation, and to the preferential judicial action. Save, in case of habitational leases, in which the fol- lowing specifications shall apply. The new law determines that in case of sale of the premises (leased for habitation), together with other assets, the land- lord must indicate in the communication to the tenant the price allocated to the premises, as well as the values ▇▇▇▇▇- ▇▇▇▇▇ to the remaining immovable being sold. And when the landlord demands that the pre-emption right comprises all the remaining assets, for not being separable without material prejudice, the relevant communication must mandatorily include evidences of the material preju- dice, the mere statement that the non reduction of the busi- ness was engaged may not be alleged to evidence such prejudice. Further to this amendment, in these cases, the landlord will have to prove and quantify the damages to be suffered, in case the assets are not sold together, otherwise he may not demand the sale of all the assets together. Additionally, the new law foresees that in case of a lease agreement for habitational purposes of part of a building not under the horizontal property regime, the tenant has a pre-emption right in the same terms foreseen for the tenant of an autonomous unit.
EMPTION RIGHTS. In the event that the Company proposes to issue any Additional Ordinary Shares or, subject to the provisions of these Articles, any other new class or series of equity securities or any securities convertible into equity securities of the Company (collectively, “New Securities”) in accordance with Article 101, it shall promptly give written notice (the “Pre-emption Notice”) to each of the holders of Class A Shares and the holders of Class B Shares, which shall include the number of New Securities proposed to be issued by the Company, the subscription price and each person to whom such New Securities are proposed to be issued. Each holder of Class A Shares and holder of Class B Shares shall then have the right, exercisable upon written notice to the Company (the “Pre-emption Exercise Notice”) within fifteen (15) days after the receipt of the Pre-emption Notice, to subscribe up to all of its pro rata share of the New Securities subject to the Pre-emption Notice and on the same terms and conditions as set forth therein. The holders of Class A Shares and the holders of Class B Shares who so exercise their rights (the “Participating Holders”) shall effect the subscription for the relevant New Securities, including payment of the subscription price, not more than thirty (30) days after delivery of the applicable Pre-emption Exercise Notice, and at such time the Company shall issue and allot to the Participating Holders the New Securities subscribed by the Participating Holders by updating the Register of Members of the Company to reflect such issue. The payment of the subscription price for the New Securities subscribed by a holder of Class A Shares or a holder of Class B Shares exercising its respective pre-emption right will be made in cash (by check or electronic transfer to an account nominated by the payee).