Examples of Preemptive Member in a sentence
The closing of any purchase by any Pre-emptive Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice.
No later than ten (10) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”).
The failure of a Pre-emptive Member to deliver an Acceptance Notice by the end of the Exercise Period shall constitute a waiver of its rights under this Section 9.1 with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities.
The delivery of an Acceptance Notice by a Pre-emptive Member shall be a binding and irrevocable offer by such Member to purchase the New Securities described therein.
Each Pre-emptive Member shall for a period of twenty (20) Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase all or any portion of its Pro Rata Portion of any New Securities at the respective purchase prices set forth in the Issuance Notice by delivering a written notice to the Company (an “Acceptance Notice”) specifying the number of New Securities it desires to purchase.
In the event that the consideration received by the Company in connection with an issuance is property other than cash, each Preemptive Member (or an Affiliate thereof) that elects to exercise its Preemptive Right pursuant to this Section 14.2 may, at its election, pay in cash the fair market value, as determined by the Board in good faith, of such non-cash consideration on a per-Preemptive Security basis.
A Preemptive Reply shall constitute an irrevocable commitment by such Preemptive Member (or an Affiliate thereof) to purchase such Preemptive Securities if the issuance occurs on the terms contemplated in the Preemptive Notice.
Such Preemptive Reply shall also include the maximum number of Preemptive Securities the Preemptive Member (or an Affiliate thereof) would be willing to purchase in the event any other Preemptive Member elects to purchase less than its pro rata portion of such Preemptive Securities.
After receiving a Preemptive Notice, any Preemptive Member that desires to exercise its Preemptive Right must give notice to the Company in writing, within five (5) Business Days after the date that such Preemptive Notice is delivered, specifying (i) that such Preemptive Member (or an Affiliate thereof) desires to purchase Preemptive Securities of such issuance and (ii) the number of such Preemptive Securities, up to the applicable Preemptive Amount (the “Preemptive Reply”).
No later than five (5) days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”).