Preemption Rights. The Company hereby grants to each Shareholder the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue.
Preemption Rights. Each Member shall have the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions:
Preemption Rights. Except as expressly set forth in this Section 4.4, each of the Shareholder and the Shareholder Parent hereby irrevocably waives, and the Shareholder Parent shall cause any subsequent Permitted Transferee to which any Shareholder Shares are Transferred after the Closing Date to waive, at all times during the Board Right Period (but not at any time thereafter), any preemption rights to which it would otherwise be entitled as a result of its ownership or holding of Shareholder Shares under the Companies Acts or the Organizational Documents of the Company in respect of any issuance or offering of equity securities by the Company; provided, however, that, none of the Shareholder, the Shareholder Parent or any subsequent Permitted Transferee of any Shareholder Shares hereby waives, by virtue of this Section 4.4 or any other provision of this Agreement, and nothing in this Section 4.4 or any other provision of this Agreement shall constitute a waiver of, or otherwise operate to waive, any preemption right if and solely to the extent that (i) other shareholders of the Company have any preemption rights in respect of such issuance or offering; and (ii) such issuance or offering is made or completed for consideration per security that is, at such time, less than the Market Value thereof or, if there is no Market Value, the fair market value thereof.
Preemption Rights. (i) Except for the issuance of Shares or ----------------- securities (i) pertaining to options or rights to acquire Shares existing on the date hereof, including, without limitation, any and all Shares which may be issued to the Original Investors pursuant to the terms of the Buy-Sell Agreement, (ii) pursuant to a Public Sale, or (iii) pursuant to stock or option issuances to directors, employees or consultants of the Company or any of its direct or indirect subsidiaries, if the Company at any time after the date hereof authorizes the issuance or sale of any Shares or any securities containing options or rights to acquire any Shares (other than as a dividend on outstanding Shares), the Company shall first offer to sell to each Shareholder a portion of such Shares or other securities equal to the percentage of Shares and, for the purposes hereof, Sub Shares held by such Shareholder at the time of such issuance.
Preemption Rights. The following provisions shall apply to any sale of Offered Shares other than a sale in conformity with Clause 7.1.2:
Preemption Rights. Right of First Offer; Rights of First Refusal. 35 8.2 Involuntary Transfers. 39 8.3 Change of Control 40 8.4 Admission of Transferee. 41 8.5 Rights of Unadmitted Transferees. 42 8.6 Preemptive Rights. 42 8.7 Waiver. 42 Article IX DISSOLUTION AND LIQUIDATION 43 9.1
Preemption Rights. If at any time after the Closing Date, the Company makes any public or non-public offering of Common Stock (or securities convertible or exchangeable into or exercisable for Common Stock) (“New Securities”), other than pursuant to the issuance or exercise of New Securities (i) under any Benefit Plan currently listed in Section 2.2(b) of the Disclosure Schedule or (ii) in any direct or indirect business combination or acquisition transaction involving the Company or a Company Subsidiary, each Investor shall be afforded the opportunity to acquire from the Company for the same price (before adding any underwriting discounts or sales commissions) and on the same terms as such New Securities are proposed to be offered to others, up to the amount of New Securities required to enable such Investor to maintain its proportionate interest in the Company represented by the number of shares of Common Stock acquired by the Investor at the Closing Date. The amount of New Securities that each Investor shall be entitled to purchase shall be determined by multiplying (x) the total number of such offered New Securities by (y) a fraction, the numerator of which is the number of shares of Common Stock held by such Investor and the denominator of which is the number of shares of Common Stock outstanding, in each case, before giving effect to such issuance. An Investor must exercise its rights under this Section 4.5 within ten business days of its receipt of written notice from the Company of its intent to make such a public or non-public offering which notice shall also contain the material terms (including price terms) of such offering. The rights of each Investor under this Section 4.5 shall terminate upon the first date on which such Investor beneficially owns less than 10% of the outstanding Common Stock.
Preemption Rights. 6.1 Before transferring any of the Warrants to a third party, the Warrantholder is required to first offer the Warrants to the Company or such person that the Company designates (the “Designated Purchaser”).
Preemption Rights. On a PCC Converted Station, CNI's use of the CNI Digital Channel may be preempted only in the following circumstance: (i) use of the CNI Digital Channel is required for HDTV broadcasts and there is no other technologically feasible means (including use of any other portions of the 6 MHz digital channel other than the CNI Digital Channel, or the use of other equipment or technologies, such as digital compression equipment) to achieve the HDTV broadcast without use of the CNI Digital Channel; provided, however, that PCC and Licensees agree to use commercially reasonable efforts to avoid preemption of the CNI Digital Channel for HDTV broadcasts if it is technologically feasible at the time of any such preemption to broadcast HDTV in the 1080i picture format with less than 6 MHz of spectrum; (ii) any preemptions of the CNI Digital Channel for HDTV broadcasts do not exceed twelve (12) hours of each broadcast day; and (iii) CNI receives as much notice as is commercially reasonable of any preemptions for HDTV broadcasts.
Preemption Rights. In the event of any Preemption Offering, ----------------- (i) the Company shall notify the Holders of the Underlying Common Stock and the Executive Stock in writing of the number of shares of Common Stock or Convertible Securities subject to such Preemption Offering and the cash or cash equivalent purchase price (determined by the Board of Directors of the Company in good faith) thereof, and (ii) each Holder of the Underlying Common Stock or the Executive Stock shall have the right for a period of thirty (30) days following the consummation of such Preemption Offering to purchase up to that percentage of such shares of Common Stock or Convertible Securities determined by dividing (A) the total number of Underlying Stock or Executive Stock held by such holder and (B) the total number of shares of Outstanding Common Stock. In order to exercise its purchase rights hereunder, a holder of Underlying Common Stock or Executive Stock must, within 15 days after receipt of written notice from the Company describing in reasonable detail the Preemption Offering, including the purchase price hereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company stating its election to participate, in whole or in part, in the Preemption Offering. If all of the Common Stock and/or Convertible Securities offered to the holders of the Underlying Common Stock and Executive Stock is not fully subscribed by such holders, the remaining Common Stock and/or Convertible Securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five (5) days after receipt of such reoffer. Upon the expiration of the offering periods described above, the Company shall be entitled to sell such Common Stock and/or Convertible Securities which the holders of Underlying Common Stock and Executive Stock have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Common Stock and/or Convertible Securities offered or sold by the Company after such 90 day period must be reoffered to the holders of Underlying Common Stock and Executive Stock pursuant to the terms of this paragraph.
