Emptive Right Clause Samples

Emptive Right. For so long as the Public REIT OP is a Partner in the Partnership, the Managing General Partner shall give the Public REIT OP prior written notice (an “Offer Notice”) of any Capital Call expected to be issued with respect to the Fund. The Public REIT OP shall have the right (a “Preemptive Right”) to contribute to the Partnership up to 40% of the total capital contributed to the Fund in such Capital Call in exchange for Partnership Units at the Current Unit Price at the time of issuance. In order to exercise its Pre-Emptive Right, the Public REIT OP must deliver a written notice (an “Exercise Notice”) to the Partnership and the Managing General Partner within 10 Business Days after delivery of the Offer Notice, which Exercise Notice must specify the total Capital Contribution the Public REIT OP wishes to make, up to 40% of the total amount of Capital being contributed (taking into account any concurrent capital contributions being made to the Partnership, US Core Trust, or US Core Properties). If the Public REIT OP delivers an Exercise Notice within such 10 Business Days period, then the Managing General Partner will issue a Capital Call Notice to the Public REIT OP requesting a Capital Contribution in the amount specified in such Exercise Notice, and the Public REIT OP will be obligated to make a Capital Contribution in such amount in response thereto, concurrently with any Capital Call Notices issued to other investors as part of such Capital Call. Concurrently with any Capital Contribution made pursuant to this Agreement, the H▇▇▇▇ REIT OP and the Partnership shall enter into a Subscription Agreement or other suitable document providing for such Capital Contribution and corresponding issuance of Partnership Units, which shall include such representations and warranties by the H▇▇▇▇ REIT OP as are generally included in the form of subscription agreement entered into by other investors in the Partnership. Nothing in this letter agreement shall preclude the Public REIT OP from making a Capital Commitment to the Partnership pursuant to a Subscription Agreement as contemplated by the Partnership Agreement, in which case, in connection with any Capital Call, the Public REIT OP will be entitled to contribute to the Partnership the greater of the amount provided for under this letter agreement and its pro rata share of the total amount of capital being contributed to the Fund based on its Unfunded Commitment under such Subscription Agreement relative to the unfu...

Emptive Right. From and after the BAC Termination Date but prior to an Initial Public Offering, provided that BAC shall have purchased the BAC Option Shares BAC shall, in lieu of its Basic Pre-emptive Right, have the benefit of an Amended Basic Pre-emptive Right on the same terms and conditions as apply to BMO pursuant to Section 11.5, MUTATIS MUTANDIS, except that the proportional holding that BAC shall be entitled to maintain shall be only 8.5% of the issued and outstanding equity shares of the Corporation.

Emptive Right. Each of the Carlyle Investment Funds has a pre-emptive right to purchase up to its pro rata share of any new securities which our Company may, from time to time, propose to sell, offer or issue.

Emptive Right. If the Vendor intends to transfer some or all of its remaining Nantong Jianghai Shares by way of agreement under the PRC laws to a third party which is not an affiliate of the Vendor subsequent to the Purchaser’s payment of the Sale Consideration, the Purchaser shall have a pre-emptive right over such Nantong Jianghai Shares, subject to certain conditions under the Share Purchase Agreement.

Emptive Right. Should additional Shares be issued by the Corporation from the treasury, any and all Voting Shareholders should have the right to purchase that number of additional Shares of the class of Shares being issued as is necessary to prevent their Proportionate Interest from being diluted; and no Shares may be purchased beyond the level of Proportionate Interest without the unanimous approval of the Voting Shareholders.

Emptive Right. SECTION 3.01. Pre-emptive Right. (a) Subject to the terms and conditions of this Section 3.01, the Company hereby grants to the Investor a right of first offer (the “Right of First Offer”) to purchase its pro rata share of issues and sales by the Company of its Equity Securities (as hereinafter defined). The Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of the number of shares of Common Stock owned by the Investor immediately prior to the issuance of the Equity Securities, assuming full conversion of the Preferred Stock and exercise of all outstanding rights, options and warrants to acquire Common Stock held by said Investor, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the Equity Securities, assuming full conversion of all outstanding Preferred Stock, and the exercise of all outstanding rights, options and warrants to acquire Common Stock. (b) Each time the Company proposes to offer any shares, whether now authorized or not, or any rights, options or warrants to purchase any such shares of Common Stock or of its preferred stock or any securities of any type that are or may become convertible into or exchangeable or exercisable for any shares of, any class of Common Stock or its preferred stock (“Equity Securities”), the Company shall first make an offer of such Equity Securities to the Investor in accordance with the following provisions: (i) The Company shall deliver a notice (an “Issue Notice”) to the Investor stating (A) its bona fide intention to offer such Equity Securities, (B) a description of such Equity Securities, (C) the number of such Equity Securities to be offered, and (D) the price and terms upon which it proposes to offer such Equity Securities. (ii) By written notice to the Company within five (5) Business Days after receipt by the Investor of an Issue Notice, the Investor may elect to purchase or obtain, at the price and on the terms specified in the Issue Notice, its pro rata share of the Equity Securities at the price and upon the terms specified in the Issue Notice and stating therein the quantity of Equity Securities to be purchased. (iii) If all of the Equity Securities that the Investor is entitled to obtain pursuant to Section 3.01(b)(ii) are not elected to be obtained as provided in Section 3.01(b)(ii), the Company may, during the one-hundred and twenty (120) day period following the expiration of the five (5) Business Day period provided in Se...

Emptive Right. From and after the Termination Date (but, for greater certainty, only prior to an Initial Public Offering), BMO shall continue to benefit from the provisions of Sections 11.1 and 11.2; however, such provisions shall, for purposes of BMO's rights thereunder, be subject to the following amendments (such amended subscription rights are hereby referred to as the "Amended Basic Pre-emptive Right"):