Preemptive Sample Clauses
A Preemptive clause grants certain parties the right to purchase shares or assets before they are offered to external buyers. In practice, this means that if a shareholder wishes to sell their shares, existing shareholders are given the first opportunity to buy them on the same terms as any outside offer. This mechanism helps maintain control within a defined group and prevents unwanted third parties from acquiring an interest in the company, thereby protecting the existing ownership structure.
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Preemptive. Rights of the Investor Stockholders and MJD Partners. In the case of the ---------------------------------------------------- proposed sale or issuance of, or the proposed granting by the Company of, any equity securities of the Company to any Person (other than any Excluded Shares) following the date hereof, then the Investor Stockholders and MJD Partners shall have the right, exercisable within 20 days after the Company has given notice to the Investor Stockholders and MJD Partners of such proposed sale, issuance or grant, to purchase all of the equity securities proposed to be issued or granted on the terms set forth in Sections 8.2, 8.3 and 8.4.
Preemptive. Rights Each shareholder that, together with its affiliates, holds at least 0.5%, by voting power, of the outstanding Shares will have preemptive rights to subscribe for its pro rata share of any equity or debt securities (including securities convertible into or rights to subscribe for or purchase equity or debt securities) issued by the Company or any of its subsidiaries. If any shareholder waives its preemptive right with respect to any such issuance, each shareholder that did exercise its preemptive right with respect to such issuance will have the right to subscribe to the non-subscribing shareholder’s percentage of such newly issued equity, debt or rights. There will be standard exemptions for (i) securities issued as consideration in a merger, acquisition, joint venture or redemption of indebtedness pursuant to the terms of such indebtedness or as approved by the Board (including (x) the Independent Director or at least one Class A Director if the percentage of the outstanding Shares to be held by the recipient following the issuance will be less than or equal to a materiality threshold to be agreed by both the Required First Priority Noteholders and the Required EEUK Term Loan Lenders, and (y) at least one Class A Director if the percentage of the outstanding Shares to be held by the recipient following the issuance will be greater than such materiality threshold), (ii) securities issued pursuant to approved compensation plans, (iii) securities issued upon conversion or exercise of the Warrants or any options or other equity awards or convertible securities, and (iv) securities issued on a pro rata basis in a stock split or stock dividend or similar transaction. Transfers No shareholder may transfer any Shares if such transfer would cause the Company or any of its subsidiaries to be required to register any Shares under the Exchange Act (and the LLC Agreement will include notice mechanisms for transfers to ensure that the relevant number of holders is not exceeded). Each transferee will be required to enter into a joinder to the LLC Agreement as a condition to any transfer. Otherwise, Shares will be freely transferable.