Preemptive Right. Except as provided in this Section 5.8 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. Other than with respect to the issuance of Partnership Interests in connection with the Initial Public Offering, 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 Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests 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 Interests.
Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3.
Preemptive Right. Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in Exhibit H. Failure of a Member's Affiliate to comply with this Section and Exhibit H shall be a breach by such Member of this Agreement.
Preemptive Right. The Company will not issue or sell any New Securities without first complying with this Article II. The Company hereby grants to each Holder the preemptive right to purchase, pro rata, all or any part of the New Securities that the Company may, from time to time, propose to sell or issue. In the event New Securities are offered or sold as part of a unit with other New Securities, the preemptive right granted by this Article II will apply to such units and not to the individual New Securities composing such units. Each Holder's pro rata share for purposes of Article II is the ratio that the number of shares of Common Stock issuable to such Holder upon exercise of its Warrant and, in the case of F-Jotan, the number of shares of Common Stock issuable upon conversion of its Series A Preferred Stock, plus the number of shares of Common Stock that are Issued Warrant Shares or, in the case of F-Jotan, converted Series A Preferred Stock, owned by such Holder immediately prior to the issuance of the New Securities, bears to the sum of (x) the total number of shares of Common Stock then outstanding, plus (y) the number of shares of Common Stock issuable upon (1) exercise of all Warrants and (2) the conversion of the Series A Preferred Stock then outstanding.
Preemptive Right. Any Transfer by either Participant under SECTION 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant to the extent provided in EXHIBIT H. Failure of a Participant's Affiliate to comply with this ARTICLE XVI and EXHIBIT H shall be a breach by such Participant of this Agreement.
Preemptive Right. Except in connection with any offering ---------------- referenced on Schedule 5(a), until the fourth anniversary of the Initial Closing Date, EIS shall have the right to participate in any equity financing, or any financing involving securities convertible or exchangeable for equity, consummated by the Company, on the same or monetarily equivalent terms and conditions offered to the other proposed investors in such financing, in order for EIS and its affiliates to maintain their pro rata interest in the Company, based on the number of shares of Incara Common Stock owned by EIS and its affiliates, assuming the conversion or exercise of all Securities (other than the Series B Preferred Stock) and the actual number of shares of Incara Common Stock outstanding on the date such financing is consummated; provided, however, that such right shall not apply to -------- ------- any public offering under the Securities Act, offering under an incentive stock option or similar plan for the benefit of its officers, directors, employees and consultants, asset or company acquisition paid for, in whole or in part, in shares of Incara Common Stock, the Torneaux financing facility, or equity issued in conjunction with any joint venture or other partnering arrangements with strategic investors so long as such issuance is ancillary to and not the principal portion of such transaction; provided, further, however, that if, in -------- ------- ------- connection with such financing, securities are issued and sold for consideration paid or payable in consideration other than cash, then the fair market value thereof, as determined by the Company's board of directors, shall establish the equivalent cash consideration. Such right shall be exercised by EIS within 15 days of receipt of notice of such financing from the Company.
Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company shall give a written notice (the "Issuance Notice") to the holders of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For pur...
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.
Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
Preemptive Right. For so long as any Warrants are outstanding, in the event that the Company proposes to issue any shares of Common Stock or shares of any other capital stock of the Company or carrying any rights or warrants to purchase capital stock of the Company, the holders of the Warrants shall have a preemptive right to subscribe for or to purchase PRO RATA additional shares of Common Stock or such shares of other capital stock or such other securities of the Company. Such preemptive right shall not apply, however, to any shares of capital stock of the Company issued upon the exercise of any option granted in connection with the compensation of any employee of the Company or any consultant retained by the Company or pursuant to any employee stock option plan established by the Company. The Company shall give notice of any proposed issuance as aforesaid to each holder of the Warrants at least 15 days prior thereto, and each holder shall be given a reasonable opportunity on reasonable conditions as fixed by the Company's Board of Directors to subscribe for or to purchase the same percentage of such shares of Common Stock or other capital stock or securities as the shares of Common Stock issuable upon exercise of outstanding Warrants on the date of such notice bear to the then total number of issued and outstanding shares of Common Stock, at the same price and upon the same terms and conditions as contained in such proposed issuance.