Preemptive Offer Clause Samples

Preemptive Offer. (a) Notwithstanding any provision to the contrary in this Agreement, except in the case of Excluded Securities (as defined below), for so long as a Qualified Subscriber (as defined below) owns at least 40% of the Common Stock purchased by it pursuant to the Subscription Agreement, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, in a transaction exempt from the registration requirements of Section 5 of the Securities Act and applicable state securities laws (collectively a “Qualified Offering”) (i) any Company capital stock, (ii) any other equity security of the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iv) (the “Offered Securities”), unless the Company first offers in writing (the “Offer Notice”) to the Qualified Subscribers a right to purchase such Offered Securities on commercially reasonable terms determined in the sole discretion of the Company’s Board of Directors (the “Board”). The Qualified Subscribers shall then have the right to accept such offer (on a pro-rata basis based on the amount of the Company’s shares owned by such Qualified Subscribers) or the Company and the Qualified Subscribers will engage in good faith negotiations for a period of fifteen (15) days from the date of the Offer Notice (the “Negotiation Period”) relating to the purchase of all of the Offered Securities, or a portion thereof, upon commercially reasonable terms acceptable to all parties, each in their own discretion. Should the Company and one or all of the Qualified Subscribers fail to agree upon terms for which the Qualified Subscribers shall purchase the Offered Securities during the Negotiation Period, then the Company shall have the right to offer and sell Offered Securities, or in the event that the Qualified Subscribers agree to purchase a portion of the Offered Securities, the Offered Securities that are not purchased by the Qualified Subscribers, to third parties, through the use of an agent or broker or otherwise, in its sole discretion and upon terms agreed to by the Board in its sole discretion, w...

Preemptive Offer. Section 10(a)

Preemptive Offer. Except in the case of Excluded Securities (as defined in Section 6.1(e)), the Company, or any Subsidiary of the Company, shall not issue or sell any Common Stock Equivalent, unless the Company shall have first offered, or caused such Subsidiary to offer (the "Preemptive Offer") to sell such Common Stock Equivalents (the "Offered Securities") to each JWC Holder and Halifax Holder (each, a "Preemptive Offeree") by delivery to each Preemptive Offeree of a written notice of such Preemptive Offer stating that the Company or such Subsidiary proposes to sell such Offered Securities, the number or amount of the Offered Securities proposed to be sold, the proposed purchase price therefor (or, in the case of an offering in which the price is not known at the time notice is given, the method of determining such price and a good faith estimate thereof) and any other terms and conditions of such offer. The Preemptive Offer shall by its terms remain open and irrevocable for a period of 10 Business Days from the date it is received by the Preemptive Offerees (the "Preemptive Offer Period").