PRE-EMPTION RIGHT holders of BDRs will be guaranteed, when appropriate, the exercise or free disposal of the pre-emption right to subscribe securities – before the offering is made to others – that may be issued by the CLIENT, or other rights to be granted to holders of the Securities.
PRE-EMPTION RIGHT. Subject to the provisions of Clause 7.1, any Share proposed to be transferred by any Shareholder (in this Clause referred to as the “Transferor”), other than a transfer pursuant to Clause 7.10 or Clause 7.14, shall first be offered to the Preference Shareholders and the Founders, and subject to Clause 7.15 below the Company as well in accordance with the priority set out below:-
PRE-EMPTION RIGHT. 7.1. OMAR and each of its SHAREHOLDERS, being the PROMISSORY SELLERS, hereby waives and renounces in full the pre-emption right held pursuant to Clause 5 of the Articles in respect of the transfer of the SALE SHARES.
PRE-EMPTION RIGHT. For the avoidance of doubt, the Transfers of Securities completed pursuant to Section 9 (Permitted Transfers), Section 10 (Xxxxxx’ Call Options), Section 11 (Liquidity procedure) and Section 11.2 (Drag Along Right) shall not be subject to this Section 12.1.
PRE-EMPTION RIGHT. The Party intending to transfer its Shares to a third person (i.e. the Person Interested) for or without consideration (i.e. the Obliged Shareholder), shall offer the other Party (i.e. the Entitled Shareholder) for sale all its Shares under the terms stated in this Article 16.
PRE-EMPTION RIGHT. 17.1 If after expiration of the Initial Period and six months following the termination of the Sales Process set forth in section 14 and/or a process aimed at an Initial Public Offering set forth in section 15, as the case may be (if such process has not led to a successful Trade Sale or the Initial Public Offering of more than 30 per cent of the ownership interests in the Joint Venture or any legal successor thereof), a Shareholder intending to sell all of its Shares in a bona fide transaction to a third party (i.e., to a person other than to an Affiliate pursuant to section 16) (a “Selling Shareholder”) shall be required to offer all of its Shares to the other Shareholder by sending a complete and certified copy of the share transfer agreement agreed with the third party (the “Purchase Option”) to the other Shareholder. Such other Shareholder may accept the Purchase Option in writing within a period of 20 Business Days following receipt of the offer. Unless otherwise agreed between the Shareholders, the Shareholders shall execute the share transfer agreement underlying the Purchase Option within 10 Business Days following receipt of the written acceptance by the Selling Shareholder, provided, however, that, if such sale and transfer is subject to governmental or regulatory consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law), such 10 Business Days period shall be extended until the expiration of 10 Business Days after all such consents, approvals or clearances (including expiration or termination of all applicable waiting periods under applicable law) have been received, but in no event later than nine months following the date of the delivery of the Purchase Option.
PRE-EMPTION RIGHT. For so long as the Purchaser owns at least 100,000 Shares the Purchaser has the right to purchase its proportionate share of any new shares of Common Stock issued by the Company from treasury except for the issuance of shares (i) to employees or other service providers (in transactions with primarily non-financing purposes), (ii) to an investor that the board of directors determines to be a “strategic investor”, (iii) from the exercise of options or warrants or convertible securities or (iv) from conversion of debt. The procedure for, and the terms or conditions of, the exercise of this right are set out in Schedule B.
PRE-EMPTION RIGHT. 8.1 The Seller and any of its subsidiaries shall be entitled to a pre-emption right to repurchase the Company at a price equal to the Consideration, on condition that:
PRE-EMPTION RIGHT. By express derogation from Article L. 145-46-1 of the Commercial Code, the Tenant renounces any pre-emption right in the event of the transfer of the leased premises or the building.
PRE-EMPTION RIGHT. The Parties agree that the by-laws adopted by the Company at Closing include a pre-emption clause which has been inserted exclusively in the interest of VP and as a protection for VP against possible Transfers of the Option Shares to unapproved third parties. Cap2 hereby agrees and accepts that, should VP so decide in the future, the clause can be removed from the by-laws, also without the agreement of Cap2 in this respect and that Cap2 shall have no right to withdraw from the Company as effect of such a resolution. It is also further understood that in case of any inconsistency between the provisions of the Company’s by-laws and the provisions of this Agreement, the latter shall prevail.
