Preemptive or Other Rights Sample Clauses

Preemptive or Other Rights. The holders of common stock do not have preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to common stock.
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Preemptive or Other Rights. Our stockholders have no preemptive or other subscription rights and there is no sinking fund or redemption provisions applicable to common stock.
Sample 1Sample 2See All (4)
Preemptive or Other Rights. See Schedule 2.3(A), which is incorporated herein by reference
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Preemptive or Other Rights. Our stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock. Our Charter provides that our board of directors is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors. Our Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Class A common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding as of the date hereof.
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Preemptive or Other Rights. Except as set forth on SCHEDULE 4.7 hereto, as of the Closing and after giving effect to the transactions contemplated hereby, other than rights set forth herein or in the Transaction Documents, there are (i) no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the New Notes, and (ii) no rights to have the New Notes registered for sale to the public in connection with the laws of any jurisdiction.
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Preemptive or Other Rights. Except as set forth on SCHEDULE 3.7 hereto, as of the Closing Date and after giving effect to the transactions contemplated hereby, other than rights set forth herein or in the Transaction Documents, there are (i) no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to any shares of the Company's Capital Stock that are triggered by the issuance, sale, or redemption or conversion of the Series D Preferred Stock, the Series E Warrant, the Series E Preferred Stock, the Units, the New Notes or the Common Stock issued or to be issued under the Management Incentive Plan, (ii) no rights to have the Company's Capital Stock registered for sale to the public in connection with the laws of any jurisdiction and (iii) no documents, instruments or agreements relating to the voting of the Company's Capital Stock or restrictions on the transfer of the Company's Capital Stock, except as contemplated by the Stockholders Agreement and the Management Incentive Plan. The shares of Series D Preferred Stock, the shares of Series E Preferred Stock issued upon exercise of the Series E Warrant and the shares of Common Stock to be issued upon conversion of the shares of Series D Preferred Stock and the Series E Preferred Stock will when delivered to the Purchaser, be duly authorized, validly issued, fully-paid and non-assessable and free and clear of all encumbrances.
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Preemptive or Other Rights. ABARTA, Inc. 2. ABARTA Partners I 3. Delbarta, Inc.
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Preemptive or Other Rights. Options to purchase 1,379,730 shares of Common Stock are issued and outstanding.
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Related to Preemptive or Other Rights

  • 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.

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