Equity Purchase Rights Clause Samples
The Equity Purchase Rights clause grants a party the option or right to acquire equity interests in a company under specified terms. Typically, this clause outlines the conditions under which the right can be exercised, such as price, timing, and the amount or type of equity available for purchase. For example, an investor may be given the right to buy additional shares in future financing rounds to maintain their ownership percentage. The core function of this clause is to protect the party’s opportunity to participate in the company’s growth and prevent dilution of their ownership stake.
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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. (a) The Company hereby grants to each 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, 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.
(b) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Stockholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 15 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities.
(c) At any time during the 15-day period following the receipt of an Issuance Notice, the Stockholders shall have the right to elect irrevocably to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (provided that, in the event any portion of the purchase price per share to be paid by the proposed purchaser is to be paid in non-cash consideration, the value of any such non-cash consideration per share shall be the Fair Market Value thereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and ot...
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. 26 SECTION 4.1. Equity Purchase Rights........................................................ 26
Equity Purchase Rights. 44 10.2. Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 10.3.
Equity Purchase Rights. 51 Section 5.1.
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. 16 SECTION 4.1
Equity Purchase Rights. 27 SECTION 5.1. Equity Purchase Rights.........................27 SECTION 5.2. Acquisition of Additional Shares of Common Stock........................................28 -i-
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.