Equity Purchase Rights. (a) In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the total number of shares of Common Stock outstanding immediately prior to such issuance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, op...
Equity Purchase Rights. Until the Trigger Date, ---------------------- NWC shall have the equity purchase rights set forth in this Section 5.1 (the "Equity Purchase Rights"); provided, however, that NWC shall not be -------- ------- entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed or traded, if any, prohibits or limits the granting by NFS of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the Nationwide Affiliated Group (other than Equity Purchase Shares (i) the issuance of which was consented to by Nationwide pursuant to Section 3.1 hereof, unless such consent specifically references and is conditioned on the exercise by Nationwide of Equity Purchase Rights, (ii) if NFS then has outstanding Public Company Stock, issued under dividend reinvestment plans that offer Voting Stock to security holders at a discount from Average Market Price no greater than is then customary for public corporations, (iii) issued pursuant to the Transactions, or (iv) issued in mergers, acquisitions and exchange offers), NFS shall notify NWC in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and terms and conditions of, such Equity Purchase Shares) and shall offer to sell to NWC (which offer may be assigned by NWC to another member of the Nationwide Affiliated Group) at the purchase price (net of underwriting discounts or commissions, if any), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to Persons other than to NWC (or such assignee) is known to NFS, NFS shall notify NWC (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for NWC (or such assignee) to obtain any required regulatory consents or approvals), NFS shall sell to NWC (or such assignee) an amount of Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the product of (x) the quotient of (1) the aggregate number of shares of Voting Stock owned by the members of the Nationwide Affiliated Group immediately p...
Equity Purchase Rights. (a) The Company hereby grants to each Stockholder (and such Stockholder’s Affiliates that are Transferred Equity Securities) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof.
Equity Purchase Rights. Executive shall have the right to purchase his Pro Rata Portion (as defined in the Stockholders Agreement) of Equity Purchase Shares (as defined in the Stockholders’ Agreement) under Sections 4.1(a) and (b) of the Stockholders’ Agreement. Any Equity Purchase Shares purchased by Executive shall be governed by the terms and conditions of the Equity Documents.
Equity Purchase Rights. (a) If the Company proposes to issue or sell any Voting Shares pursuant to a transaction in respect of which SPE or USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) (any such Stockholder, an "Offeree"), each Offeree shall have the right, exercisable in whole or in part and subject to the applicable rules of any stock exchange on which the Common Stock shall then be listed, to acquire from the Company up to a number of shares or other amount of Voting Shares equal to the number or amount of Voting Shares proposed to be issued or sold to Persons other than such Offeree or any of its Affiliates (the "Issuance Shares") multiplied by such Offeree's then Applicable Percentage, prior to giving effect to the consummation of the proposed issuance or sale and any acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to each Offeree, the number or amount of Voting Shares which such Offeree may purchase pursuant to this Section 7.1(a) shall be referred to as such Offeree's "Offered Shares"). Notwithstanding anything to the contrary contained in this Section 7.1(a), in the event that SPE and its Permitted Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's Offered Shares will be allocated between Non-Voting Common Stock and Common Stock in the same proportion.
Equity Purchase Rights. 26 SECTION 4.1. Equity Purchase Rights........................................................ 26
Equity Purchase Rights. The shareholders of the original company agree that, on the date of signature this Agreement, Party A or its designated third party shall irrevocably grant Party A an irrevocable exclusive option (the “equity purchase right”) to purchase all or part of the equity held by the original shareholders of the Company in Party C one or more times by exercising the options specified in Article 2 of this Agreement. The shareholders of the investor agree that on the date of signature this agreement, Party A is irrevocably granted the right to purchase all or part of the equity held by the shareholders of the investor in Party C. Except for Party A and the designated person, no one shall have the right to purchase equity or other rights related to Party B’s equity. Party C hereby agrees that Party B shall grant Party A the right to purchase shares. “
Equity Purchase Rights. (a) The Company hereby grants to Tengram, so long as Tengram is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (the “Preemptive Stockholder”) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time after the Closing, propose to sell or issue for cash. The number or amount of New Securities which the Preemptive Stockholder may purchase pursuant to this Section 2.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 2.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. The Preemptive Stockholder may assign its rights to make such purchase to any other member of its Stockholder Group.
Equity Purchase Rights. 51 Section 5.1.
Equity Purchase Rights. (a) As soon as practicable after determining to issue any shares of Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than AIG or its Subsidiaries (a “Purchase Right Transaction”), Corebridge shall, in writing, offer, subject to consummation of the Purchase Right Transaction, to sell to AIG (which offer may be assigned by AIG to a Subsidiary of AIG) the Purchase Right Share Amount at the Purchase Right Share Price. Corebridge shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms of discount and / or premium to the trading price of Common Stock at the time Corebridge enters into a binding agreement to issue Purchase Right shares or consummates the Purchase Right Transaction) within which Corebridge reasonably expects to sell Purchase Right Shares in the Purchase Right Transaction.
