Subscription Right Sample Clauses
A Subscription Right clause grants an individual or entity the option to purchase additional shares or securities, typically under specified terms and within a certain timeframe. This right often applies to existing shareholders, allowing them to maintain their proportional ownership when new shares are issued, or to participate in future offerings at a predetermined price. The core function of this clause is to protect shareholders from dilution of their ownership and to provide them with the opportunity to invest further in the company under favorable conditions.
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Subscription Right. (a) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, other than (i) shares of Common Stock issuable upon (A) conversion of the shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $20 million, (v) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the Board of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (ix) pursuant to the terms of this Agreement, then, as to each Purchaser, the Company shal...
Subscription Right. Subject to the terms and conditions hereof and the payment of the Exercise Price, adjusted as set forth in accordance with Article Seven, each Warrant shall entitle its holder to subscribe for one Share. The Warrants may be exercised by their holders in whole or in part and in successive opportunities until their full exercise, in which case such right may be exercised over the non-exercised Warrants. Once exercised in full, the Warrants shall expire.
Subscription Right. (a) If at any time after the date hereof, the Company determines to issue equity securities of any kind (for these purposes, the term “equity securities” shall include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities convertible or exchangeable into equity securities) of the Company (other than: (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued or issuable upon exchange of the Exchangeable Preferred Stock) then, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall:
(1) give written notice to WP setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such Proposed Securities; and (D) such...
Subscription Right. (i) If at any time after the date hereof and prior to the Initial Public Offering, the Company proposes to issue equity securities of any kind (for purposes of this Section 3(f), the term “equity securities” shall include any warrants, options or other rights to acquire equity securities or debt securities convertible into equity securities) of the Company (other than the issuance of securities (i) upon conversion of the Existing Series A Preferred, Series B Preferred Stock or Series C Preferred Stock pursuant to the Certificate of Incorporation, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company or any subsidiary, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, provided such acquisition has been approved by the Board and such securities are being issued as consideration for the transaction and not in connection with financing the transaction, (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan, employment agreement or other management equity program approved by the Board, (v) to vendors, lenders and customers of and consultants to the Company or any subsidiary or in connection with a strategic partnership (provided such securities are being issued as consideration for the strategic partnership and not in connection with financing the strategic partnership), in each case, to the extent such issuance has been approved by the Board, (vi) by reason of a dividend, stock split or other distribution on shares of Common Stock, (vii) to one or more of the Institutional Investors and/or their Affiliates pursuant to the terms of the Stock Purchase Agreement, or (viii) to any Other Investor pursuant to the terms of any employment or similar agreement between the Company and such Other Investor to the extent such employment or similar agreement was approved by the Board, then, subject to the provisions set forth below, including Section 3(f)(vi) below, as to each Institutional Investor, Janus, Norwest and as to each Other Investor approved in writing by the WP X Funds to be listed on Schedule III hereto, provided that such Other Investor is an employee of the Company or its subsidiaries at such time (each a “Subscription Right Investor”), the Company shall:
Subscription Right. If at any time after the date hereof and prior to the effective date of the registration statement covering the Company's initial public offering, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (x) upon the Reclassification or pursuant to the conversion of the New Preferred Stock, (y) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization, or (z) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program), then, as to each Stockholder who then holds in excess of five percent (5%) of the then outstanding shares of Common Stock, the Company shall:
Subscription Right. (a) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into or exchangeable for equity securities) of the Company to any Person, except for issuances (1) personally and not directly or indirectly to the BC Investors, to any director, employee, or consultant of or to the Company or any of its subsidiaries pursuant to an option plan or any benefit plan, in each case approved by the Board, (2) issued pursuant to a stock split, subdivision, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of any equity interests then outstanding, (3) pursuant to a public offering (to persons other than BC Investors or their Affiliates), (4) convertible debt securities or fixed rate preferred stock sold in an underwritten offering to persons other than BC Investors or Silver Lake (or their Affiliates) or (5) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board of Directors (with the affirmative vote of the Silver Lake Director) then, the Company shall:
(i) give written notice setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issued; and (D) such other information as the Shareholders may reasonably request in order to evaluate the proposed issuance; and
(ii) offer to issue to each Shareholder a portion of the Proposed Securities equal to their pro rata share, based on their aggregate equity ownership in the Company, including, without limitation, for purposes of this calculation all shares of Common Stock outstanding on a fully diluted basis (the “Subscription Right”).
(iii) Notwithstanding the foregoing, the Company shall not issue any Proposed Equity Security at less than fair market value, as determined by the Board in good faith, except upon exercise of options or convertible securities wher...
Subscription Right. (i) For purposes of this Section 3(f), the term “equity securities” shall include any warrants, options or other rights to acquire equity securities or debt securities convertible into equity securities of the Company, other than the issuance of securities:
Subscription Right. Subscription Right" has the meaning set forth in Section 5.6(a).
Subscription Right. (a) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (i) upon conversion of the Securities, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Act, (iii) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization, (iv) pursuant to an employee or director stock option plan, stock bonus plan, stock purchase plan or other management equity program or (v) to providers, customers and consultants to the Company or employees of the Company), then, as to each holder of the Securities, the Company shall:
Subscription Right. Subject to, and in accordance with, the terms and conditions set forth in these Conditions, each Warrant confers the right (but not the obligation) on the Holder thereof to subscribe, upon exercise of the Warrant, for one (1) new Share to be issued by the Company (as may be adjusted and/or substituted pursuant to section 6 of the Conditions) against payment in cash of the Exercise Price of the Warrant (as may be adjusted pursuant to section 6 of the Conditions).