Grant of Preemptive Rights. If the Company shall, prior to an Initial Public Offering, issue, sell or distribute to any Shareholder any equity securities of the Company, or any option, warrant, or right to acquire, or any security convertible into or exchangeable for, any equity securities of the Company (other than (i) pursuant to an underwritten offering pursuant to an effective registration statement under the Securities Act, (ii) pursuant to a dividend or distribution upon the Common Stock of stock or other equity securities of the Company, (iii) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person or (iv) Warrant Shares) (any equity securities of the Company or options, warrants, rights to acquire or securities convertible into or exchangeable for equity securities of the Company, the issuance of which is not covered by clauses (i) through (iv) above, being “New Securities”), each Shareholder shall be entitled to participate in such issuance, sale or distribution for up to such number of New Securities (such number being such Shareholder’s “Preemptive Allotment”) as is equal to (x) the total number of New Securities proposed to be issued, sold or distributed by the Company multiplied by (y) a fraction, the numerator of which is the number of Common Shares owned by such Shareholder and the denominator of which is the total number of Common Shares outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (y), the exercise of all outstanding Warrants.)
Grant of Preemptive Rights. The Company hereby grants to each Eligible Stockholder and each Eligible NextNet Stockholder the preemptive rights set forth in this Section 1 with respect to each issuance of Shares, or securities or instruments convertible into or exchangeable or exercisable for any Shares, of any class of capital stock of the Company, other than the Stock that is issued and outstanding as of the date of this Agreement and other than Shares issued or issuable in the following circumstances (collectively, subject to the following exceptions, "New Shares"):
Grant of Preemptive Rights. Subject to the terms and conditions of this Agreement, the Company hereby grants to each Qualified Member the right to purchase such Qualified Member’s Proportionate Percentage (as hereinafter defined) of any Company Equity Securities to be issued in any future Eligible Issuance (as hereinafter defined). For the purposes of this Section 9.4, the following terms shall have the meanings set forth below:
Grant of Preemptive Rights. KCI will not issue or sell any capital stock without first complying with this Section 4. KCI hereby grants to each of the Shareholders the preemptive right to purchase up to that Shareholder's Pro Rata Share (as defined below) of any capital stock that KCI may, from time to time, propose to sell or issue. For purposes of this Section 4, a Shareholder's "Pro Rata Share" shall mean the percentage of all outstanding fully diluted capital stock of KCI owned by that Shareholder from time to time.
Grant of Preemptive Rights. (a) The Company hereby grants to each Member the right, on the terms and conditions set forth in this Section 6.03, to purchase such Member’s Pro Rata Share (as hereinafter defined) of any Units that the Company may from time to time propose to sell and issue. For purposes of this Section 6.03, “
Grant of Preemptive Rights. After the date hereof, the Company will not issue or sell any new Units or Preferred Units without first complying with this Section 7.11; provided, however, that the Company may (i) grant options to management employees of the Company to purchase up to 9.0% of the total Units on a fully diluted basis, taking into account, for the purpose of the denominator only, the Units initially issued and the options rolled over from Franklin, (ii) issue Units pursuant to the exercise of such options, (iii) issue Units pursuant to the options held by certain employees of Franklin that have been converted into options to acquire Units pursuant to the Merger Agreement, (iv) issue Series A Preferred Units pursuant to Section 12.1 and (v) issue Units and/or Series C Preferred Units upon the conversion of outstanding Series A Preferred Units or Series B Convertible Preferred Units pursuant to Section 12.2(f) and
Grant of Preemptive Rights. Other than as set forth in Section 4.5, if at any time the Company proposes to issue or sell any Units (or options, warrants or other rights to acquire Units) other than Exempted Units (collectively, the “Offered Units”) to any Person after the date hereof (the “Proposed Purchaser”), each Investor Member as of the date hereof that is a signatory to or bound by this Agreement and demonstrates to the Company’s reasonable satisfaction (including by delivering reasonable and customary investor eligibility certificates and documentation supporting the financial or other representations made therein) that it is an Accredited Investor (each, an “Eligible Purchaser”) shall have the right to purchase its Preemptive Right Percentage of the Offered Units for cash subject to the procedures provided below in Section 4.4(b). Class B Members will also be considered Eligible Purchasers for purposes of this Section 4.4. The Board shall, by vote which includes the vote of at least one Management Manager, provide the Class B Members with an opportunity to participate at a reasonable level of participation (determined by such Board vote) in the purchase of the Offered Units, and the Preemptive Right Percentage of the Investor Members shall be adjusted as necessary in connection therewith.
Grant of Preemptive Rights. If, for so long as the Investors or their Affiliates hold at least 25% of the then outstanding shares of Series A Preferred Stock, the Company or any of its Subsidiaries proposes to issue or Transfer (or offer to issue or Transfer) to any Person any Securities, other than Securities described in Section 3.5 (such Securities, “New Securities”), then the Company shall first deliver to the Investors a written notice (an “Offer Notice”) setting forth (a) the aggregate number of New Securities proposed to be issued or Transferred, (b) the price per New Security and all other material terms and conditions applicable to the offer and the New Securities (whether proposed to be set forth in the Organizational Documents, an agreement with the Company or any of its Subsidiaries or otherwise), (c) the identity of each Person to whom securities are proposed to be issued (or, if unknown, how such Persons shall be identified), (d) all written financial information and other disclosures provided by the Company or its representatives to any other proposed recipient of the New Securities and (e) an offer to issue or Transfer to the Investors, on the same terms and conditions described in the Offer Notice, up to a fraction of such New Securities equal to the Pro Rata Percentage.
Grant of Preemptive Rights. The Company shall provide Investor with ten (10) calendar days’ advance written notice of any proposed offering of Company equity securities (including any securities or rights convertible into Company equity securities, collectively “Equity Securities”), other than an Excepted Offering (it being understood that any offering with respect to which Investor was already offered the opportunity to exercise its pre-emptive rights contemplated hereunder shall not constitute an offering of Equity Securities to which this Agreement applies).
Grant of Preemptive Rights. The Company hereby grants to each Member the right on the terms and conditions set forth in this Article 14 to purchase such Member's PRO RATA share of New Membership Interests that the Company may, after the date hereof, from time to time, propose to sell and issue for cash consideration.
