Emptive Rights. (i) Except for issuances of (A) Preferred Stock at the Closing, (B) Common Stock or options to acquire Common Stock pursuant to the terms of the Permitted Stock Plans (or Common Stock upon the exercise of such options), (C) Common Stock issued or used from treasury shares as consideration for the acquisition of another company or business as approved (to the extent necessary) in accordance with the Articles of Incorporation (including the Certificate of Designation) and by the Board, (D) Common Stock pursuant to a Public Offering, or (E) Common Stock upon conversion or exchange of any securities directly or indirectly convertible into Common Stock, if so long as any Preferred Stock remains outstanding the Company authorizes the issuance or sale of any shares of Preferred Stock, Common Stock or any securities convertible into, exchangeable or exercisable for or containing options or rights to acquire any shares of Preferred Stock or Common Stock (collectively, "Equity Securities"), the Company shall first offer to sell to each holder of Preferred Stock a portion of such Equity Securities to be issued equal to the number of Equity Securities to be issued multiplied by the quotient obtained by dividing (1) the number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by such holder by (2) the sum of the total number of shares of Common Stock then outstanding plus the total number of shares of Common Stock issuable upon conversion of the Preferred Stock plus the total number of shares of Common Stock issuable upon conversion or exercise of outstanding options, rights or securities convertible into or exercisable for Common Stock or for other securities convertible into or exercisable into Common Stock at a price less than or equal to the Market Price as of the date of the Company's offer (other than the Preferred Stock). Each holder shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders exercising their rights pursuant to this paragraph shall also be required to purchase the same types of securities in the same ratios (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and s...
Emptive Rights. SECTION 5:1. Except as otherwise provided in accordance with the Certificate of Incorporation of the corporation, the pre-emptive right is denied.
Emptive Rights. (a) Except in the case of Excluded Securities, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) Stock, (ii) any other equity security of the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iv), unless in each case the Company shall have first offered to sell such securities to the Stockholders (the "Offered Securities"), at each Stockholder's respective Proportionate Percentage at a price and on such other terms and conditions as shall have been specified by the Company in writing delivered to each Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of 30 days from the date it is delivered by the Company to the Stockholder.
Emptive Rights. Article 6.
Emptive Rights. 7. Subject to Article 10, each of the Investors holding Shares representing at least 1.5% of the total issued and outstanding Ordinary Shares on a fully-diluted and as-converted basis (each a “Pre-emptive Holder”) shall have a pre-emptive right to purchase certain New Securities which the Company may, from time to time, propose to issue in accordance with Articles 7, 8, 9 and 10 of these Articles. The requirement under Articles 7, 8, 9 and 10, including but not limited to the provision of the Issuance Notice and the pre-emptive rights, may be waived by a written waiver signed by (i) the Company, (ii) the Founders and (iii) holders of at least a majority of the total issued and outstanding Series A-3 Shares, provided that (i) the pre-emptive right enjoyed by any holders of Series A-4 Shares (including the provision of relevant notice) can only be waived by written waiver signed by holders of at least a majority of the total issued and outstanding Series A-4 Shares; (ii) the pre-emptive right enjoyed by any holders of Series B Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series B Investors; and (iii) the pre-emptive right enjoyed by the holders of Series C Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series C Investors.
Emptive Rights. No stockholder of this Corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this Corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, and, subject to the other provisions of this Certificate of Incorporation, the Board of Directors may issue shares of any class of this Corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class.
Emptive Rights. Another minority protection is the ability of shareholders to maintain their proportionate interest in the company should the board issue new equity. In short, this right allows the shareholder to buy additional equity at the price offered to other shareholders or third parties. Typically, this right will not apply with equity compensation grants to employees or an underwritten public offering. This right may or may not be granted in situations where the shareholder has the right to veto the board’s ability to issue new equity.
Emptive Rights. In the case of issuance of new shares by SNW other than under Section 5.2, JCCP, WAH HING and XXXXXXXX shall have the right to subscribe for such number of shares to maintain their respective ownership percentage in SNW.
Emptive Rights. Subject to the terms and conditions specified in this Section 5, each of Parent and the Company hereby grants to the Investor a pre-emptive right with respect to future sales by the Company and Parent of its Securities (as hereinafter defined), other than in a transaction registered under the Securities Act, or a merger or other Organic Transaction (as defined in the Company's Certificate of Designations for the Preferred Shares) of the Company or the Parent.
Emptive Rights. 2.4 If, at any time after the First Closing Date, Entree offers to sell for cash, by way of a private placement or a public offering, any Common Shares or any securities convertible into or exchangeable for Common Shares (for greater certainty, other than (i) incentive stock options or Common Shares issued on the exercise thereof, (ii) warrants outstanding as at the date hereof to purchase Common Shares, (iii) Common Shares issued on the exercise of any warrants, or (iv) Units to Ivanhoe on the Second Closing Date) ("Cash Offer Securities"), Entree will offer to Kennecott, at least 10 Business Days prior to the issuance of any such Cash Offer Securities, by Notice (the "Offer Notice") the right, for a period of 10 Business Days, to purchase that number of Cash Offer Securities (including a pro rata share of any Cash Offer Securities that are securities convertible into or exchangeable for Common Shares) which would result in Kennecott beneficially owning, in aggregate, the same percentage of outstanding Common Shares after the issuance of the Cash Offer Securities that Kennecott beneficially owned on the date of the Offer Notice. For purposes of this section 2.4, outstanding Common Shares after the issuance of the Cash Offer Securities will be calculated by taking the issued and outstanding Common Shares as at the date of the Offer Notice and adding the Common Shares issued in the sale of the Cash Offer Securities (including those that may be issued to Kennecott pursuant to this section 2.4). Kennecott may purchase the Cash Offer Securities for cash in an amount per Cash Offer Security equal to the price for which the particular Cash Offer Securities are to be issued. The Offer Notice will describe the Cash Offer Securities proposed to be issued and specify the number, price and payment terms. Kennecott may accept Entree's offer as to the full number of Cash Offer Securities offered to it or any lesser number, by Notice thereof given by it to Entree prior to the expiration of the aforesaid 10 Business Day period, in which event Entree will, within 10 Business Days following the closing of the sale of Cash Offer Securities to third parties, sell and Kennecott will buy, upon the terms specified, the number of Cash Offer Securities agreed to be purchased by Kennecott.
