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.
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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.
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Related to Preemptive

  • No Preemptive Rights Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.

  • Preemptive Rights (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

  • Preemptive Right The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.

  • Preemption Holders of Series 7 Preferred Limited Partnership Units shall not have any rights of preemption with regard to any Partnership Interests.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.