Right to Purchase New Securities. Except as otherwise provided in this Section 4.4 (including Section 4.4(e) hereof), the Company hereby grants to each Stockholder that, together with its Affiliates, holds of record at least one percent (1%) of the Outstanding Company Common Stock (the “Qualified Stockholder”) the right to purchase its pro rata share of any and all issuances, sales or distributions of New Securities proposed to be made by the Company or any of its Subsidiaries as set forth herein. Notwithstanding the foregoing, or anything herein to the contrary, if the purchase by any Qualified Stockholder of its pro rata share of the New Securities would not be permitted without the prior approval of a governmental body of applicable jurisdiction (including the U.K. Financial Conduct Authority), such approval has not been obtained, and such approval would not be required if the Qualified Stockholder were to purchase Limited Warrants in lieu of some or all of the New Securities, then, under this Section 4.4, the offer to such Qualified Stockholder shall be the right to purchase the number of Limited Warrants (at the same price as the New Securities) and New Securities that would result from making such a substitution.
Right to Purchase New Securities. The Company hereby grants to Investor the right to purchase any or all of Investor’s Preemptive Share Percentage (as defined below) of all New Securities (as defined below) that the Company may, from time to time, propose to issue and sell at the cash price and on the terms on which the Company proposes to sell such New Securities. Investor’s “Preemptive Share Percentage” shall be equal to a fraction (A) the numerator of which is the number of shares of Common Stock held by Investor on the date of the Company’s written notice pursuant to Section 7.3 and (B) the denominator of which is the aggregate number of shares of Common Stock outstanding on such date.
Right to Purchase New Securities. Except as otherwise provided in this Section 4.6 (including Section 4.6(e) hereof), the Company hereby grants, and shall cause its Subsidiaries to grant, as applicable, to each Shareholder that, together with its Affiliates, holds of record at least two percent (2%) of the Outstanding Company Shares (the “Qualified Shareholder”) the right to purchase its pro rata share of any and all issuances, sales or distributions of New Securities proposed to be made by the Company or any of its Subsidiaries as set forth herein.
Right to Purchase New Securities. The Company hereby grants to Investor the right to purchase a pro rata share of any New Securities, as hereinafter defined, which the Company may, at any time prior to the Restrictions Termination Date, propose to sell and issue (the "Purchase Right"). A pro rata share, for purposes of this Purchase Right, is a fraction, the numerator of which is the number of Common Stock Equivalents then held by Investor, and the denominator of which is the total number of Common Stock Equivalents then outstanding.
Right to Purchase New Securities. On or prior to July 31, 2016 and following the issuance of the New Securities to the Holder upon the consummation of the Exchange Transaction, the Issuer shall have the right, at its option, to purchase all (but not less than all) of the New Securities from the Holder (and the Holder shall transfer the New Securities to the Issuer free and clear of any Encumbrances) at a purchase price, payable in cash by or on behalf of the Issuer, equal to the Note Value. The Issuer shall give the Holder written notice of the exercise of its right pursuant to this Section 3.2 at least five (5) Business Days prior to the proposed closing date of the purchase of the New Securities. Such notice shall state the proposed closing date of such purchase, which shall be a Business Day, the purchase price (and include a reasonably detailed calculation thereof) and the manner and place of payment. At the closing of such purchase, the Holder shall deliver to the Issuer original certificate(s) evidencing the New Securities, duly endorsed in blank or accompanied by stock power or other instrument of transfer, as appropriate. Notwithstanding anything to the contrary herein, this Section 3.2 shall survive the satisfaction and discharge of this Note.
Right to Purchase New Securities. (a) The Company hereby grants to each Member (the “Preemptive Participants”) the right to purchase its Preemptive Portion (calculated in accordance with Section 12.1(c)) of all or any part of New Securities that the Company may, from time to time, propose to sell or issue (the “Equity Purchase Right”). The number of New Securities that the Members may purchase pursuant to this Section 12.1(a) shall be referred to as the “Equity Purchase Units.” The Equity Purchase Right provided in this Section 12.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security, and not to the conversion or exchange pursuant to its terms or exercise thereof. For the avoidance of doubt, in no event shall the Company or any Member be required to comply with both Section 9.4 and this Section 12.1 with respect to the same transaction.
Right to Purchase New Securities. (d) With respect to any proposed issuance of New Securities to any third party on or prior to June 30, 2014, Amyris shall offer to Total by written notice (the “Issuance Notice”) the right, for a period of not less than 15 days (or such longer period as may be provided to any other investor with similar rights to purchase new securities) following delivery of such Issuance Notice (the “Participation Exercise Period”), to subscribe for, at a subscription price per New Security equal to the subscription price for which the New Securities are proposed to be issued to such third party and otherwise upon the terms specified in the Issuance Notice, up to that number of New Securities necessary to permit Total to maintain its pro rata ownership of Amyris following such issuance that it had immediately prior to such issuance (calculated on an as-converted basis, and excluding any securities that are not then convertible) (“Pro Rata Share”) in accordance with paragraph (b) below; provided that the aggregate New Securities purchased by Total pursuant to this Section 5.1 shall not exceed $15,747,816.63. The New Securities to be offered to Total pursuant to the Issuance Notice shall be, at the sole discretion of Amyris, either in lieu of the New Securities proposed to be issued to such third party or in addition to the New Securities proposed to be issued to such third party; provided that such offer shall in each case provide that Total shall be able to maintain its Pro Rata Share. The Issuance Notice shall include the aggregate number and type of New Securities proposed to be issued, the price per New Security and any other material terms of the proposed issuance to such third party; provided, however, that the purchase price at which Total may acquire its portion of such New Securities will be equal in value (as determined in good faith by the Amyris Board of Directors) but payable entirely in Securities (as defined in the SPA) as provided below. Total’s rights under this Section 5.1(a) shall terminate if not exercised within the Participation Exercise Period.
Right to Purchase New Securities. The Company hereby grants to -------------------------------- each Stockholder the right to purchase, pro rata, all New Securities (as defined in Section 9.2) which the Company may, from time to time, propose to sell and issue after January 16, 1996 at the price and on the terms on which the Company proposes to sell such New Securities. A Stockholder's pro rata share, for purposes of this Section 9, shall be equal to a fraction (A) the numerator of which is the number of shares of Common Stock (on a fully diluted basis assuming exercise of all outstanding Options and Warrants) held by such Stockholder on the date of the Company's written notice pursuant to Section 9.3 below; and (b) the denominator of which is the number of shares of Common Stock outstanding (on a fully diluted basis assuming exercise of all outstanding Options and Warrants) on such date. The right to purchase New Securities shall be subject to the following additional provisions of this Section 9.
Right to Purchase New Securities. For so long as Sonic’s percentage ownership interest in the Company (calculated by dividing (i) the number of shares of Common Stock actually and directly held with full voting and investment power (including Common Stock held in book-entry form in a brokerage or similar account owned by Sonic or its Affiliates) by Sonic and its Affiliates by (ii) the number of shares of Common Stock outstanding as of the applicable calculation date) is equal to five percent (5%) or greater, the Company hereby grants to each Holder the right to purchase any or all of such Holder’s Preemptive Share Percentage (as defined below) of all New Securities (as defined below) that the Company may, from time to time, propose to issue and sell at the cash price and on the terms on which the Company proposes to sell such New Securities; provided that such right shall apply only with respect to proposed issuances that meet each of the following requirements: (i) the New Securities are to be issued at a cash price per share (or implied cash price per share based on conversion, exercise or similar rights, as applicable, that are offered for cash) of Common Stock that is less than $56.961 (subject to adjustments for stock splits, stock dividends and recapitalization transactions affecting the Common Stock after the date hereof) and (ii) the total number of New Securities proposed to be issued exceeds one percent (1%) of the then issued and outstanding shares of Common Stock. A Holder’s “Preemptive Share Percentage” shall be equal to a fraction (a) the numerator of which is the number of shares of Common Stock held by such Holder on the date of the Company’s written notice pursuant to Section 5.03 and (b) the denominator of which is the aggregate number of shares of Common Stock outstanding on such date.
Right to Purchase New Securities. The Company hereby grants to each Securityholder the right to purchase a pro rata portion of all New Securities (as defined in Section 1.9.2) which the Company may, from time to time, propose to sell and issue at the cash price and on the terms on which the Company proposes to sell such New Securities. An Employee Securityholder's pro rata share, for purposes of this Section 1.9, shall be equal to a fraction (A) the numerator of which is the number of Common Shares (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) held by such Employee Securityholder on the date of the Company's written notice pursuant to Section 1.9.3 below; and (B) the denominator of which is the number of Common Shares outstanding (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) on such date. Purchaser's pro rata share, for purposes of this Section 1.9, shall be equal to a fraction (A) the numerator of which is the number of Common Shares (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) held by such Purchaser Securityholder on the date of the Company's written notice pursuant to Section 1.9.3 below; and (B) the denominator of which is the number of Common Shares outstanding (on a fully diluted basis assuming exercise of all outstanding options and warrants to acquire Common Shares on 8 such a date). The right to purchase New Securities shall be subject to the following additional provisions of this Section 1.9.
