Preemptive and Similar Rights Sample Clauses

Preemptive and Similar Rights. The holders of the common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully-paid and nonassessable. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC. Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law (the “DGCL”). The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying a possible takeover and adversely affecting the voting and other rights of the holders of our common stock. If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include: ● the title and stated value; ● the number of shares offered, the liquidation preference per share and the purchase price; ● the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends; ● whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; ● the procedures for any auction and remarketing, if any; ● the provisions for a sinking fund, if any; ● the provisions for redemption, if applicable; ● any listing of the preferred stock on any securities exchange or market; ● whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period; ● wh...
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Preemptive and Similar Rights. Other than any rights of the Rainbow Buyers pursuant to the 2001 Agreement and the 2002 Agreement, there are no preemptive rights, rights of first refusal or similar rights with respect to the MGM Interests and no such rights arise by virtue of or in connection with the transactions contemplated hereby. There are no other voting or similar contracts or agreements with respect to the MGM Interests other than the 2001 Agreement and the 2002 Agreement.
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Preemptive and Similar Rights. The Buyers have the rights set forth in Section 4(p) of the Schedules to the Securities Purchase Agreement dated January 5, 2006 (the "January 2006 SPA"). OUTSTANDING OPTIONS AND WARRANTS The Company has issued the options and warrants identified in Schedule "A" OUTSTANDING DEBT SECURITIES AND NOTES The convertible debentures issued to the Buyers in the January 2006 SPA are outstanding Advances made to the Fayetteville project by the Woodruff County partners, rxxxxxxx to at Schedule 3(s). FINANCING STATEMENTS
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Preemptive and Similar Rights. ● The Buyers have the rights set forth in Section 4(p) to the January 2006 SPA, the June 2006 SPA and the November 2006 SPA, which rights will be terminated upon the closing of this transaction.
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Preemptive and Similar Rights o The Buyers have the rights set forth in Section 4(p) to the January 2006 SPA and the June 2006 SPA. OUTSTANDING OPTIONS AND WARRANTS o The Company has issued the options and warrants identified in Schedule "A" OUTSTANDING DEBT SECURITIES AND NOTES o The convertible debentures issued to the Buyers in the January 2006 SPA and June 2006 SPA are outstanding FINANCING STATEMENTS o Reference is made to the lien searches secured by the Company and provided to the Buyers on or before the date hereof. .
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Preemptive and Similar Rights. No person has the right, contractual or otherwise, to cause the Company to issue to it, or register pursuant to the 1933 Act, any beneficial interests in the Company upon the issue and sale of the CRA Preferred Shares through the Placement Agent hereunder, nor does any person have preemptive rights, resale rights, rights of first refusal or other similar rights to purchase any of the CRA Preferred Shares other than those rights that have been expressly waived, fully and unconditionally, prior to the date hereof; provided that, (i) the Company has previously issued 7,690,691 Series A Convertible Community Reinvestment Act Preferred Shares (of which 5,553,734 remain outstanding) and 2,590,000 Convertible Community Reinvestment Act Preferred Shares (of which 998,336 remain outstanding), that are collectively convertible into 6,503,609 common shares of beneficial interest, no par value (the "Common Shares") of the Company; (ii) Charter Mac Capital Company LLC has issued 16,164,905 special common units (of which 15,044,217 remain outstanding) that are convertible into 15,044,217 Common Shares on a one-for-one basis; and (iii) CM Investor LLC has issued 353,273 special membership units (all of which remain outstanding) that are convertible into 353,273 Common Shares on a one-for-one basis; provided, further that, the Company may issue Common Shares upon the exercise of outstanding options described in the Final Offering Memorandum.
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Preemptive and Similar Rights. Each Seller hereby waives and releases any preemptive right, first right of refusal, option or other right such Seller may have under the articles of incorporation, by-laws, any shareholders’ agreement, or otherwise to acquire any shares of stock of Target, or any other securities of Target, in connection with this Agreement, the transactions contemplated by this Agreement, or any other agreement or transaction, including in connection with any past issuance or sale of securities by Target or any of its shareholders.
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Preemptive and Similar Rights. (a) Newry is the record and beneficial holder of all of the outstanding shares of the Company. No Person is entitled to any preemptive right, right of first refusal or similar right with respect to the Shares or as a result of the issuance of other securities of the Company. Newry is not a party to any voting trust, agreement or arrangement affecting the exercise of the voting rights of any security of the Company.
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Related to Preemptive and Similar Rights

  • Preemptive Rights Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

  • No Preemptive Rights Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

  • 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.

  • Limited Preemptive Rights Except as provided in Section 5.3, no Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership.

  • Preemptive Right The Company shall give each Shareholder thirty (30) days’ prior written notice of the proposed issuance or sale by the Company of any Common Stock, Preferred Stock, or any Stock Equivalent (each, a “New Issuance”) other than Common Stock, Preferred Stock or Stock Equivalents issued or sold by the Company (i) to the Company’s employees, consultants or directors pursuant to arrangements approved by the Board of Directors, (ii) in connection with acquisitions of other companies or businesses, (iii) as a stock split or stock dividend, (iv) pursuant to the exercise, conversion or exchange of any then outstanding Stock Equivalent, (v) pursuant to a public offering registered under the Securities Act, or (vi) in connection with a Change of Control Transaction. Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Shareholder shall be entitled to purchase pursuant to this Section. Each Shareholder shall be entitled to purchase that portion of a New Issuance equal to a fraction, the numerator of which shall be the total number of Shares owned by such Shareholder, giving effect, without duplication, to all Stock Equivalents owned by such Shareholder, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested, and the denominator of which shall be the total number of Shares then outstanding, giving effect, without duplication, to all Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (including such Shareholder’s Shares), at the most favorable price and on the most favorable terms as are offered to any other Persons, by giving written notice of such election to the Company within fifteen (15) days after notice of such New Issuance has been given to such Shareholder; provided, however, that no Shareholder shall have any right to purchase securities pursuant to this Section if, prior to a sale of securities to such Shareholder pursuant to this Section, such securities would be required to be registered under the Securities Act. The failure of a Shareholder to give any written notice specified in this Section within the time period specified herein shall be deemed to be a waiver of such Shareholder’s rights under this Section.

  • Put Rights The Warrantholder shall have the following Put Rights:

  • Limited Preemptive Right Except as provided in this Section 5.9 and in Section 5.2, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Securities.

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • Waiver of Preemptive Rights The Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the Corporation as the Subscriber’s power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under applicable law to further issues of Securities of the Corporation.

  • Subscription Rights, Preferences or Privileges If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so directed by the Company and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly notify the Depositary of such requirement, that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its commercially reasonable efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act. If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees that it will promptly notify the Depositary of such requirement and to use its commercially reasonable efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. The Depositary will not be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Deposit Agreement unless and until it has received such notification.

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