Pre-emptive Rights. (a) Subject to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.
Pre-emptive Rights. Unless otherwise determined by the General Partner, in its sole discretion, no Person shall have any pre-emptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created.
Pre-emptive Rights. (a) Subject to the terms of this Section 9.2, the Company hereby grants to each Shareholder a pre-emptive right to purchase up to its pro rata share of any New Securities which the Company may, from time to time, propose to sell, offer or issue. The foregoing shall not apply in respect of any sale, offer or issuance of New Securities by the Company to (i) any Strategic Investor or (ii) an Existing Shareholder (or its Affiliates) for purposes of, or in connection with, a proposed Transfer of such New Securities to any Strategic Investor (an “Exempted Issuance”); provided that (w) any New Securities issued pursuant to this Section 9.2 shall not rank senior to the Series A Preferred Shares with respect to the rights attaching to the Series A Preferred Shares as expressly set forth in Article 7 of the Memorandum and Articles and Sections 2 to 9 and 12.6 hereof; (x) any Exempted Issuance pursuant to (i) above shall not be made for a consideration per Ordinary Share (on an as-converted basis) less than the Series A Purchase Price (as adjusted for any share dividends, combinations, reclassifications, share splits and the like); (y) any such Exempted Issuance shall be consummated by no later than ninety (90) days after the Closing Date (which period shall be extended by any applicable application, filing, notification or waiting period associated with any approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made in connection with such Exempted Issuance); and (z) the aggregate of all Equity Securities or other interest Transferred pursuant to Section 8.3 and all New Securities issued pursuant to this Section 9.2 shall represent not more than twenty-five percent (25%) of the issued capital of the Company on a Fully Diluted Basis immediately after such Exempted Issuance. For purposes of this Section 9, a Shareholder’s pro rata share shall be determined according to the number of Equity Securities owned by such Shareholder on an as-converted basis immediately prior to the issuance of the New Securities in relation to the total number of Equity Securities then owned by all Shareholders on an as-converted basis immediately prior to the issuance of the New Securities.
Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting.
Pre-emptive Rights. If the Corporation is to issue any Additional Shares, the Corporation shall first offer such Additional Shares to all Shareholders by notice given to them of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have the right to purchase the Additional Shares so offered at the issue price per Additional Share set forth in such notice, pro rata based upon the number of Common Shares held by the Shareholders at the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Add...
Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event.
Pre-emptive Rights. If the Company should at any time or from time to time propose to issue and sell New Securities, as defined in subsection 8.1(a), a pro rata portion of such New Securities shall first be offered (as hereinafter provided) to the shareholders of the Company (each of whom shall hereinafter be referred to as "offeree"). For purposes of this Section 8.1, the pro rata portion of each Offeree shall mean a fraction of the New Securities to be issued, of which the aggregate number of shares which are held by the Offeree on the date of the Company's written notification referred to in subsection 8.1(b) below (the "Notice Date") shall be the numerator and the aggregate number of shares held by all the Offerees shall be the denominator. The aforesaid rights of the Offerees shall be subject to the following provisions:
Pre-emptive Rights. Shareholders shall have no pre-emptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Portfolio.
Pre-emptive Rights. Such STOCKHOLDER does not have, or hereby waives any pre-emptive or other right to acquire shares of COMPANY Stock or VESTCOM Stock, that such STOCKHOLDER has or may have had other than rights of any STOCKHOLDER to acquire VESTCOM Stock pursuant to (i) this Agreement or (ii) any stock option granted by VESTCOM.
Pre-emptive Rights. Section 3.1 Pre-emptive Right
