Pre-emptive Rights Clause Samples
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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) The Company hereby grants to each of the Stockholders the right of first refusal to purchase such Stockholder's Pre-Emptive Pro-Rata Share of any New Securities that the Company may, from time to time, propose to sell and issue. In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Stockholder written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Stockholder shall have 15 days from the effective date of any such notice to agree to purchase up to its Pre-Emptive Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by delivering written notice to the Company and stating therein the quantity of New Securities to be purchased. If a Stockholder desires to purchase more than its Pre-Emptive Pro Rata Share of such New Securities, it shall so indicate in the notice. If less than all of the New Securities are subscribed for by the Stockholders, the remaining available New Securities shall be allocated among any over-subscribing Stockholders pro rata according to the number of Shares then held by each such Stockholder divided by the sum of the total number of Shares then held by all over-subscribing Stockholders.
(b) In the event that the Stockholders fail to exercise in full the right of first refusal within said 15 day period, the Company shall have 90 days thereafter to sell the New Securities with respect to which the Stockholders' rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such 90 day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Stockholders in the manner provided in this Section 6.
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. 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. (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. 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. (a) The Company may from time to time propose to issue new Shares (or interests in Shares) (each, a “New Issuance”); provided, that issuances of Shares (or interests in Shares) in connection with employee compensation awards or a Related M&A Transaction shall not constitute a New Issuance for purposes of this Section 5.05. In order to allow all Shareholders to maintain their respective percentage ownership interests in the issued and outstanding Shares, each Shareholder shall have a pre-emptive right to subscribe for such number of Shares (or interests in Shares) as may be required for such Shareholder to maintain the same percentage ownership in the Company both before and immediately after the New Issuance.
(b) In the event the Company proposes to undertake a New Issuance, it shall give the Shareholders a written notice (the “Issuance Notice”) of its intention to issue new Shares, the price per share, which shall be a price in cash equal to the lowest price per Share at which any other Person is entitled to acquire Shares (or the cash equivalent value thereof on the issuance date), the identity of the purchaser(s) and the principal terms upon which the Company proposes to issue such new Shares. Each Shareholder shall have ten (10) Business Days from the delivery date of an Issuance Notice to elect to purchase up to its pro-rata number of Shares for the price and upon the terms specified in the Issuance Notice by giving written notice to the Company and stating the number of Shares to be purchased (which number may not be greater than the number of Shares to which it is entitled pursuant to Section 5.05(a)). Any Shareholder exercising its pre-emptive right under this Section 5.05, the issuance of new Shares to such Shareholder and payment therefore shall be completed simultaneously with the completion of the first issuance and subscription for Shares in the New Issuance.
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: