Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.
Preemptive Rights. No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) the issuance or sale of any Partnership Units or other Partnership Interests.
Preemptive Rights. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its securities.
Preemptive Rights. No Stockholder has, or hereby waives, any preemptive or other right to acquire shares of Company Stock that such Stockholder has or may have had.
Preemptive Rights. In the event that the Company proposes to issue or sell any New Securities (as defined below) to Apollo LP or any of its Affiliates (other than GNC LLC), it shall, no later than ten (10) days prior to the consummation of such transaction, give notice in writing (the “New Securities Notice”) to each Institutional Co-Investor (each, a “Preemptive Rights Offeree”) of such proposed issuance of New Securities. The New Securities Notice shall describe the proposed issuance of New Securities (including the amount and price of such New Securities), identify the proposed purchaser(s), and contain an offer (the “Preemptive Rights Offer”) to sell to each Preemptive Rights Offeree, at the same price and for the same consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights Offeree’s pro rata portion of the New Securities. Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) days during which it may elect to purchase a pro rata portion of the New Securities determined by dividing the number of shares of Common Stock held by such Preemptive Rights Offeree by the aggregate number of shares of Common Stock of the Company outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis. Such election shall be made by delivering written notice to the Company of such election (the “Notice of Election”) specifying the number of shares of Common Stock that it elects to purchase in an amount up to, but not exceeding, its pro rata portion. A Preemptive Rights Offeree who fails to give such Notice of Election shall have no further pre-emptive rights to which the New Securities Notice is related. If the Company does not effectuate such sale described in the New Securities Notice within ninety (90) days after the expiration of such ten (10) day period, it shall be required to again comply with this Section 3 prior to effectuating any such sale. For purposes of this Section 3, “New Securities” shall mean any shares of capital stock of the Company and all securities that are convertible into capital stock; provided, however, that New Securities shall not include shares of capital stock or convertible securities: (i) issued upon the exercise of any convertible securities; (ii) issued in connection with payment-in-kind interest; (iii) issued in connection with dividends payable in kind, if and when declared; (iv) issued in connection with a stock split or recapi...
Preemptive Rights. There are no preemptive rights or other rights (other than rights which have been waived in writing in connection with the transactions contemplated by this Agreement or otherwise satisfied or as described in the Prospectus) to subscribe for or to purchase any shares of capital stock of the Company or other equity interests of the Company or any of its subsidiaries, or any agreement or arrangement between the Company and any of the Company’s stockholders or between any of the Company’s subsidiaries and any of such subsidiary’s stockholders, or to the Company’s knowledge, between or among any of the Company’s stockholders or any of its subsidiaries’ stockholders, which grant special rights with respect to any shares of the Company’s or any of its subsidiaries’ capital stock or which in any way affect any stockholder’s ability or right to alienate freely or vote such shares.
Preemptive Rights. So long as this Debenture is outstanding and owned by the Holder, the Holder shall have a preemptive right (that is, a right to purchase its pro rata share of all capital stock of the Company on a fully diluted basis assuming the exercise of this Debenture and of all other outstanding options and warrants to purchase capital stock of the Company, based on its holdings at that date, on the same terms and conditions as those upon which such capital stock is proposed to be sold) to acquire any shares of capital stock of the Company, including unissued shares or any rights or options to purchase such capital stock, or any securities convertible into such capital stock (collectively, "Capital Stock"), authorized by the Board of Directors of the Company for issuance after the date hereof; provided, however, that the foregoing provision shall not apply to any such Capital Stock of the Company: (i) issued to effect any merger, consolidation, recapitalization, or acquisition of assets or acquisition of another corporation or other entity; or (ii) issued upon the exercise of warrants or options held by officers, directors or other employees of the Company or warrants issued to Senior Lenders. In connection with the exercise of options granted pursuant to the Company's employee stock option plans or in connection with the exercise of warrants issued to the Senior Lenders, the Holder shall have the option at any time or from time to time during the term of this Debenture to purchase Shares at a price of $10 per share in order to maintain its percentage holdings of the capital stock of the Company on the date hereof on a fully-diluted basis assuming the exercise of this Debenture and of all other outstanding options and warrants to purchase capital stock of the Company; provided that the $10 per share purchase price shall be subject to adjustment as provided in Section 2.5 above; and provided further that the determination of the Holder's percentage holdings of the capital stock of the Company shall be adjusted downward each time the Holder fails to exercise its preemptive rights as provided in this Section 4.9 and each time any shares of capital stock are issued as described in clause (i) above.
Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants prior to such sale or other issuance of New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that generally do not vote with the Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately prior to such sale or other issuance of such New Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP.
Preemptive Rights. All stockholders of the Company having any preemptive, first refusal or other rights with respect to the issuance of the Preferred Shares or the Conversion Shares shall have irrevocably waived the same in writing.
Preemptive Rights. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series.
