Pre-emptive Rights Clause Samples
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Pre-emptive Rights. (a) Subject to the terms and conditions of this Section 6 and applicable securities or blue sky laws, if Iterum proposes to offer or sell any New Securities, Iterum shall first offer such New Securities to each Major Investor in accordance with the terms hereof. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and other Major Investors, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor.
(b) Iterum shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer or sell such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.
(c) By written notification to Iterum within thirty (30) days after the Offer Notice is delivered to a Major Investor, such Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the Major Investor’s Applicable Percentage. The failure of any such Major Investor to deliver such written notice within such time period shall be deemed an election by such Major Investor not to exercise its purchase rights with respect to such Offer Notice. To the extent that Iterum offers two (2) or more New Securities or other securities in units, the Major Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit.
(d) Iterum shall sell all applicable New Securities to electing Major Investors on a date to be mutually determined by Iterum and the Major Investors, which date shall be during the ten (10) day period commencing at the expiration of the initial thirty (30) day election period; provided, however, that such ten (10) day period shall be extended automatically if any approvals or consents of any Governmental Entities are required to consummate the transaction and such approvals or consents are not received within such ten (10) day period for up to an additional one hundred twenty (120) days as long as such approvals or consents remain outstanding and the parties are continuing to exercise commercially...
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. (1) Except for (i) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”).
(2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (o...
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. (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.
(b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group.
(c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3.
(d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release.
(e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A.
(f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other ...
Pre-emptive Rights. 3.1 Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnership.
3.2 Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions.
(i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares.
(ii) By written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer.
(iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) bus...
Pre-emptive Rights. (a) If after the date hereof the Company authorizes the issuance or sale of any preferred or common units or any securities convertible, exchangeable or exercisable for preferred or common units to (i) the GTCR Investors or (ii) any employees of the GTCR Investors or any entity directly or indirectly controlling or under common control with any of the GTCR Investors (each, a "GTCR ISSUANCE"), the Company shall offer to sell to each holder of Common Units (other than the GTCR Investors) (the "OTHER COMMON SECURITYHOLDERS"), at the same price and on the same terms, an amount of preferred or common units or such other securities equal to the PRODUCT of (i) the quotient determined by dividing (A) the number of units of Common Units held by such Other Common Securityholders by (B) the total number of units of Common Units outstanding, in each case on a fully diluted basis AND (ii) the sum of the number of units of preferred or common units or such other securities to be issued in the GTCR Issuance plus the number of preferred or common units or such other securities which Other Common Securityholder have elected to purchase pursuant to SECTION 3(b) below. Each Other Common Securityholder shall be entitled to purchase such securities at the most favorable price and on the most favorable terms as such securities are to be offered in the GTCR Issuance; PROVIDED that if the purchasers in the GTCR Issuance are required or permitted to also purchase other securities of the Company, the Other Common Securityholders exercising their rights pursuant to this SECTION 3 shall also be required or permitted, as the case may be, to purchase the same strip of securities (on the same terms and conditions) that the purchasers in the GTCR Issuance are required or permitted to purchase, as the case may be. The purchase price for all securities to be offered to the Other Common Securityholders shall be payable in cash or, if permitted by the Company in its sole discretion, notes issued by such holders. It is understood by the parties hereto that the Company may proceed with the consummation of the GTCR Issuance prior to offering such securities to the Other Common Securityholders; provided that an Issuance Notice (as defined below) is delivered to each of the Other Common Securityholders in accordance with SECTION 3(b) below.
(b) The Company shall deliver to each holder a written notice (each, an "ISSUANCE NOTICE") describing in reasonable detail the securities being offered, the p...
Pre-emptive Rights. (a) The Company shall only issue equity interests, including any convertible instruments, options, or warrants, in the Company or its Subsidiaries (collectively, the “New Interests”), including any Excluded Issuance described in clause (i) of the definition of Excluded Issuance, with Supermajority Approval and the prior written consent of each Member. Subject to the immediately preceding sentence, prior to the Company or its Subsidiaries issuing, other than through an Excluded Issuance, (y) any New Interests or (z) indebtedness for borrowed money (excluding, for the avoidance of doubt, any trade account payables) (“New Debt”), in each case, to a proposed purchaser or lender (as applicable), which may be a Member or its Affiliates or any other Person (the “Proposed Purchaser”), each Eligible Purchaser shall have the right to purchase the New Interests or aggregate principal amount of the New Debt, as the case may be, as provided in this Section 3.3. “Excluded Issuance” means the issuances by the Company or its Subsidiaries of, and, for the avoidance of doubt, subject to Super Majority Approval and the prior written consent of each Member in accordance with this Section 3.3(a), (i) any New Interests: (A) to any Person that is not a Member or an Affiliate thereof as consideration in any acquisition or other strategic transaction (such as a joint venture, marketing or distribution arrangement, or participation or development arrangement) approved by the Board of Directors in accordance with this Agreement; (B) that constitute profits interests, incentive interests or other similar interests issued to a Director, Officer, employee or another service provider of the Company or its Subsidiaries and that is approved by the Board of Directors as provided in Section 6.13(m); (C) issued in connection with any split, distribution, merger, recapitalization or other reorganization of the Company; (D) to any lender in connection with any debt financing approved by the Board of Directors in accordance with this Agreement; or (E) issuable upon the conversion or exercise of rights in respect of any other equity interests issued by the Company or its Subsidiaries in accordance with, and subject to the terms of, this Agreement, (ii) any Member Loans requested by a Loan Request in accordance with Section 4.2, or (iii) intercompany indebtedness among the Company and its Subsidiaries which, for the avoidance of doubt, shall exclude any issuances by the Company or any of its Subs...
Pre-emptive Rights. If at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the Company), the Company shall offer to sell such additional New Securities to the University at a purchase price equal to and on the same terms the Company offers to other investors in order to maintain the University’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] following the sale of New Securities by the Company, the Company shall deliver a notice to the University (the “Offer Notice”) stating the terms of the New Securities and the opportunity for the University to purchase New Securities. By giving written notice within [***] after the date of the Offer Notice, the University may elect to purchase, at the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed to maintain the University’s proportional ownership of the Fully-Diluted Capitalization after giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above. The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants set forth in this paragraph shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs first.
Pre-emptive Rights. Subject to the terms and conditions specified in this Section, the Company hereby grants each Member a right of first offer with respect to future issuances of equity interests in the Company. After the Closing Date, each time the Company proposes to offer for sale or otherwise issue any equity interest, the Company shall first make an offer to each Member in accordance with the following provisions:
(a) The Company shall deliver written notice (the "First Offer Notice") to each Member stating (i) the Company's bona fide intention to offer such equity interest, (ii) the total number of such equity interests to be offered, and (iii) the price and terms upon which the Company proposes to offer such equity interests.
(b) Within 20 days after receipt of the First Offer Notice, a Member may elect to purchase, at the price and on the terms specified in the First Offer Notice, up to that percentage of such equity interests which equals that Member's Sharing Ratio.
(c) The Company shall promptly, in writing, notify each Member that purchases all of the equity interests offered to such Member by the First Offer Notice (each a "Fully Exercising Member") of any other Member's failure to do likewise. During the ten days following receipt of such notice, each Fully Exercising Member shall be entitled to purchase that percentage of the equity interests not subscribed for by the other Members in an amount equal to the number of equity interests then held by such Fully Exercising Member compared to the total number of equity interests held by all Fully Exercising Members who wish to participate in such re-offer.
(d) If all equity interests referred to in the First Offer Notice are not purchased as provided in Section 10.9(b) and (c) of this Agreement, the Company may, during the 30 day period commencing on the expiration of the period provided therein, offer the equity interests not purchased by the Members to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, the price and terms those specified in the First Offer Notice. If the Company does not enter into an agreement for the sale of the equity interests within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right of first refusal provided hereunder shall be deemed to be revived and such equity interests shall not be offered unless first re-offered to the Members in accordance herewith.