RIGHT OF PREFERENCE Sample Clauses

RIGHT OF PREFERENCE. By virtue of the subscription of this contract, the VENDOR grants in favor of the PURCHASER a right of preference to acquire 100 % (one hundred per cent) of the SHARES, once these can be legally exercised and sold in the corresponding stock market. For such a purpose, the VENDOR commits itself as of this moment to notify in writing and in all opportunity to the PURCHASER of its intention of selling part or the totality of the SHARES. The PURCHASER will benefit with a time term of 30 (thirty) natural days to exercise the described right. In the event the PURCHASER decides not to exercise his right of preference or simply does not answer in writing the VENDOR’S notification of this latter’s intention of sale within the described time term, he will be free to go ahead and sell the SHARES in the corresponding stock market, heeding to the adjustment process of amount of shares and guaranteed price per share described in the above Third Clause.
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RIGHT OF PREFERENCE. Any total or partial Transfer of the rights and obligations arising out of this Contract, except the transactions considered as Assignment for the purpose of lines b), c) and d) of paragraph 3.2 of Clause Thirty, will be subject to the following procedure. Once the final terms and conditions of as Assignment have been duly negotiated by the transferor, it will disclose the final commercial terms and conditions that are relevant to the acquisition of the share (and, if applicable, the determination of the amount of money to purchase the share) by means of a notification to the other Contracted Parties, whose notification will be accompanied by a copy of all documents establishing such terms and conditions. Each Contracted Party will have the right to acquire the shares of the transferor as per the final commercial terms and conditions described in the notification provided for in paragraph 6.2 if, within 30 (thirty) days after the notification of the transferor, such Party delivers to all the other Contracted Parties a counter-notification that it accepts these terms and conditions without reservations or conditions. If no Contracted Party delivers such counter-notification, the Transfer between the transferor and the transferee described in the notification referred to in paragraph 6.2 may be completed, subject to other provisions of Clause 30 of this Contract, under terms and conditions no more favorable to the transferee than those arranged in the notification of paragraph 6.2 for the Contracted Parties, provided the Transfer is completed within 180 (one hundred and eighty) days after the date of notification. No Contracted Party will have the right or will be forced to buy any asset other than the rights and obligations of the transferor in relation to this Contract and the shares of the transferor in the Consortium, regardless of other transactions being included in the Assignment.
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RIGHT OF PREFERENCE. In the event of a capital increase in cash, the Shareholders have a right of preference as stated in article 592 of the Belgian Company Code. This means that shares in the Company to be subscribed in cash shall first be offered to the existing Shareholders in proportion to the number of Shares they detain. Each of the Shareholders shall have the right, but not the obligation, to exercise its pro rata preferential subscription right and to subscribe to the newly created shares in the Company. The Shareholders shall equally have, at the same terms, a pro rata preferential subscription right with respect to shares in the Company to be subscribed in kind. The general meeting of shareholders shall in that case determine the terms and conditions of the exercise of the pro rata preferential subscription right.
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RIGHT OF PREFERENCE. According to the agreement of the Option Contract and in compliance with the Article Nine of the Articles of Association of JPQ, THE BUYER has a preferential acquisition right regarding the 18% of shares representing the share capital of JPQ, which is held by THE SELLER. In this act, the parties hereby ratify the validity of the aforesaid right; likewise, THE SELLER expressly renounces any current and/or future preferential right to acquire TRAMARSA shares, as that right shall correspond to THE BUYER only.
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RIGHT OF PREFERENCE. When the Ordinary Stockholders’ Meeting resolves the issuance of new stocks; previous stockholders will have the preference to subscribe the new ones according to the proportion of stocks each one holds, being able to exercise this right until thirty (30) days after the Meeting in which the issuance was decided. In case this right is not exercised, the unsubscribed stocks will be distributed proportionally among the stockholders requesting it. If unsubscribed stocks remain, they will be offered to third parties by the Board. ARTICLE TENTH: In case of default in the payment of subscribed stocks, the rights of the respective stocks or provisional certificates will lapse automatically, in which case, the
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RIGHT OF PREFERENCE. When the Ordinary Stockholders’ Meeting resolves the issuance of new stocks; previous stockholders will have the preference to subscribe the new ones according to the proportion of stocks each one holds, being able to exercise this right until thirty (30) days after the Meeting in which the issuance was decided. In case this right is not exercised, the unsubscribed stocks will be distributed proportionally among the stockholders requesting it. If unsubscribed stocks remain, they will be offered to third parties by the Board.
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RIGHT OF PREFERENCE. In the event of a capital increase in cash, the Shareholders have a right of preference as stated in article 592 of the Belgian Company Code. This means that shares in the Company to be subscribed in cash shall first be offered to the existing Shareholders in proportion to the number of Shares they detain. Each of the Shareholders shall have the right, but not the obligation, to exercise its pro rata preferential subscription right and to subscribe to the newly created shares in the Company. The Shareholders shall equally have, at the same terms, a pro rata preferential subscription right with respect to shares in the Company to be subscribed in kind. The general meeting of shareholders shall in that case determine the terms and conditions of the exercise of the pro rata preferential subscription right. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
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RIGHT OF PREFERENCE. CAESS is obligated to grant to GENERATOR the preferential right to supply any amount of Electrical Energy that might be required in the future in excess of the contracted amounts agreed upon by GENERATOR and CEL. GENERATOR must reply as to whether it will accept the offer to purchase, no later than twenty (20) days from the date GENERATOR receives the written request made by CAESS The conditions, terms and price of the new Contract shall be agreed upon independently of the covenants contained in this Contract.
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RIGHT OF PREFERENCE. 4.4.1 There are no rights of preference for current shareholders of the Issuer in the subscription of the Debentures.
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Related to RIGHT OF PREFERENCE

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Waiver of Preemptive Rights The Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the Corporation as the Subscriber’s power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under applicable law to further issues of Securities of the Corporation.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Redemption of Preferred Stock Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

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