Preemptive Member definition
Examples of Preemptive Member in a sentence
The closing of any purchase by any Pre-emptive Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice.
No later than ten (10) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”).
The delivery of an Acceptance Notice by a Pre-emptive Member shall be a binding and irrevocable offer by such Member to purchase the New Securities described therein.
The failure of a Pre-emptive Member to deliver an Acceptance Notice by the end of the Exercise Period shall constitute a waiver of its rights under this Section 9.1 with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities.
Each Pre-emptive Member shall for a period of twenty (20) Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase all or any portion of its Pro Rata Portion of any New Securities at the respective purchase prices set forth in the Issuance Notice by delivering a written notice to the Company (an “Acceptance Notice”) specifying the number of New Securities it desires to purchase.
No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”).
After receiving a Preemptive Notice, any Preemptive Member that desires to exercise its Preemptive Right must give notice to the Company in writing, within five (5) Business Days after the date that such Preemptive Notice is delivered, specifying (i) that such Preemptive Member (or an Affiliate thereof) desires to purchase Preemptive Securities of such issuance and (ii) the number of such Preemptive Securities, up to the applicable Preemptive Amount (the “Preemptive Reply”).
The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.
A Preemptive Reply shall constitute an irrevocable commitment by such Preemptive Member (or an Affiliate thereof) to purchase such Preemptive Securities if the issuance occurs on the terms contemplated in the Preemptive Notice.
Each Preemptive Member shall have the right to assign its rights under this Section 6.06 to any of its Related Persons.