Contractual Preemptive Rights Sample Clauses

Contractual Preemptive Rights. The parties hereto agree that their respective preemptive or similar rights with respect to the issuance of Company Securities by the Company after the date hereof shall be governed exclusively by this Paragraph 2C. If prior to a Qualified Public Offering, the Company shall issue any Company Securities (including any transfer by the Company of previously-issued Company Securities), each holder of 2002 Warrant Shares, Recapitalization Common Stock or Series A Preferred Stock if a Dividend Election has not been made (and, with respect to Austin Ventures, each Affiliate of Austin Ventures (collectively, the “AV Partners”)) and the Hull Partnership shall be entitled to purchase the proportion of such Company Securities equal to the quotient determined by dividing (1) the aggregate shares of Common Stock and Series A Preferred Stock beneficially held by such holder and (2) the total number of shares of Common Stock, 2002 Warrant Shares and Series A Preferred Stock outstanding (assuming, in each case, the conversion, exercise or exchange of all outstanding Company Securities, including outstanding Company Securities held by such holder) (with respect to the AV Partners, Austin Ventures shall designate which of the AV Partners shall purchase shares and in what quantities so that the proportion of all shares purchased by the AV Partners and Austin Ventures in the aggregate is the same as if only Austin Ventures were purchasing); provided, however (a) if such holder elects to purchase such Company Securities, such holder shall be required to purchase (i) such Company Securities on the same terms and conditions as such Company Securities were issued by the Company and (ii) if more than one type of Company Security is issued and/or such Company Security is issued together with any Funded Debt, a pro rata amount of each such Company Security and/or such Funded Debt issued and (b) that such preemptive right shall not apply to (i) Company Securities issued to employees or independent contractors of or consultants to the Company under any Approved Plan, (ii) Company Securities issued in connection with an exercise of the preemptive rights granted hereunder, (iii) Series A Preferred Stock issued to Austin Ventures as a dividend or dividends in Series A Preferred Stock, (iv) Company Securities issued upon conversion of Series A Preferred Stock, (v) Company Securities issued upon exercise of the Xxxxxx Warrant or the 0000 Xxxxxxx or upon conversion of Class B Common Stock, ...
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Contractual Preemptive Rights. Subject to (i) the terms and conditions specified in this Section 7.1 and (ii) subject to Section 7.2 below regarding certain specific financing transactions, the Company hereby grants to the Purchasers a right of first offer with respect to future sales by the Company of New Securities. Each Purchaser shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any New Securities, the Company shall first make an offering of such New Securities to Purchasers in accordance with the following provisions:
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Contractual Preemptive Rights. If the Company proposes to issue, sell or otherwise transfer any Common Stock Equivalents after the Execution Date (collectively, the “Offered Securities”) to a proposed purchaser (the “Proposed Purchaser”), each Securityholder that is a record holder of Securities and that is an accredited investor (as defined under Rule 501 of Regulation D of the Securities Act) (each, an “Eligible Investor”) shall have the right to purchase the number of Offered Securities as provided below in Section 4.2; provided, that the provisions of this Section 4.1 shall not apply to any issuance, sale or transfer by the Company of Offered Securities (a) in connection with a Qualified Public Offering, (b) distributed or set aside ratably to all Securityholders (or all Securityholders holding the same class of securities) pro rata based on their respective Securities (or their respective Securities of the same class), (c) as consideration in connection with the Company’s or any of its Subsidiary’s acquisition of all or substantially all of another third-party unaffiliated Person or another third-party unaffiliated Person’s line of business or division, or all or substantially all of a third-party unaffiliated Person’s assets, in any case, by merger, consolidation, stock purchase, asset purchase, recapitalization, or otherwise, (d) to or on behalf of officers or other key employees of the Company or any of its Subsidiaries pursuant to a stock option plan, restricted stock plan, incentive compensation plan or similar incentive compensation program approved by the Board and the Compensation Committee, (e) to any third-party unaffiliated lender in connection with any loan or commitment to loan made by such lender to the Company or any of its Subsidiaries approved by the Board, (f) pursuant to the exercise or conversion of any Common Stock Equivalents outstanding as of the Execution Date, or (g) that constitute 894,568 shares of Series B Preferred Stock issued to the TA Funds as of the Execution Date and any shares of Common Stock issued upon conversion of such shares of Series B Preferred Stock.
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Contractual Preemptive Rights. 3.1 Except for issuances (i) of Preferred Stock as contemplated under this Agreement or of Preferred Stock (as contemplated by, and as such term is defined in, the Investor Stock Purchase Agreement) or of Common Stock upon conversion of such Preferred Stock, (ii) of shares of Common Stock issued or issuable to employees, directors, consultants and other service providers of the Company or any Subsidiary directly or pursuant to stock option plans, stock purchase plans or agreements approved by the Board of Directors, (iii) in connection with the acquisition of another company or business, (iv) pursuant to a Public Offering, (v) of up to 3,000,000 shares of Common Stock issued or issuable pursuant to any equipment leasing arrangement or debt financing from Cisco or (vi) of up to 150,000 shares of Common Stock issued or issuable pursuant to any equipment leasing arrangement or debt financing from a bank or other similar financial institution or shares of Common Stock issued in connection with any acquisition of any interest in intellectual property, so long as such issuance is approved by the Board of Directors or as otherwise excluded from the anti-dilution provisions of the Preferred Stock, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Preferred Stock or Underlying Common Stock a portion of such stock or securities equal to the quotient obtained by dividing (1) the number of shares of Common Stock (on an as converted basis) held by such holder, by (2) the total number of shares of outstanding Common Stock on a fully-diluted basis (including Underlying Common Stock as defined herein and Underlying Common Stock as defined in the Investor Stock Purchase Agreement). The Company shall deliver a notice by certified mail (“Notice”) to the holders of Preferred Stock and Underlying Common Stock stating (i) its bona fide intention to offer such shares, (ii) the number of shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such shares. Each such 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 sto...
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Contractual Preemptive Rights. Notwithstanding any preemptive or similar rights that any of the parties hereto may have pursuant to any other agreement, the parties hereto agree that their respective preemptive or similar rights with respect to the issuance of Equity Securities by the Company after the date hereof shall be governed exclusively by this paragraph 2C. If prior to a Qualified Public Offering (as defined below), the Company shall issue any Equity Securities, each holder of Shares, Underlying Common Stock and Warrant Shares and the Hull Family Limited Partnership (the `Hull Partnership") shall be entitled to purchase, on the same terms, the same proportion of such Equity Securities to be issued necessary in order that the aggregate shares of Common Stock beneficially held by such holder constitute the same percentage of all Common Stock (assuming, in each case, the conversion, exercise or exchange of all outstanding Equity Securities, including outstanding Equity Securities held by such holder) after the issuance of such Equity Securities as before the issuance thereof; provided, however, that such preemptive right shall not apply to (a) securities issued to employees or consultants to the Company under the 1994 Stock Plan, (b) securities issued upon the conversion, exercise or exchange of Equity Securities to which the preemptive rights under this paragraph 2C were applicable, (c) securities issued in connection with an exercise of the preemptive rights granted
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Contractual Preemptive Rights. 17 Exhibit 3D Articles of Amendment Exhibit 3F Shareholders Agreement Exhibit 3G Co-Sale Agreement Exhibit 3H Registration Agreement Exhibit 3I Affiliate Registration Agreement Exhibit 3J Employment Agreement Exhibit 3K Proprietary Information Agreement Exhibit 3L Indemnification Agreement Exhibit 3P Opinion of Glast, Xxxxxxxx & Xxxxxx Exhibit 5A Exceptions to Organization and Power Exhibit 5B Capitalization of the Company Exhibit 5C Projections of the Company Exhibit 5D Assets Exhibit 5E Consents Not Obtained STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of October 21, 1994 among AV Alarm, Inc., a Texas corporation (the "Company"), Austin Ventures rU-A, L.Po, a Delaware limited partnership ("Austin A"), Austin Ventures rU-B, L.P., a Delaware limited partnership ("Austin B")(Austin A and Austin B are sometimes collectively referred to as "Austin Ventures") and as the "Purchasers" and individually as a "Purchaser").
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Contractual Preemptive Rights. 10 2D. Transferees of Capital Stock...........................................12
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Contractual Preemptive Rights 
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Related to Contractual Preemptive Rights

  • Preemptive Rights Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

  • Preemptive Right The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.

  • No Preemptive Rights Except to the extent expressly granted by the Partnership pursuant to another agreement, no Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership or (ii) issuance or sale of any Partnership Units or other Partnership Interests.

  • Pre-emptive Rights (a) Subject to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.

  • 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.

  • Pre-Emptive Right Subject to the provisions of Section 4.2 hereof, in the event the Corporation wishes at any time to issue any Shares (except for the granting of options to employees not to exceed 10% of the issued and outstanding shares of the Corporation) it shall offer them for purchase by the Shareholders by notice given to each Shareholder. Such notice shall be given within 10 days of the approval of the Board of Directors of a proposal to issue Shares to raise funds and shall set forth a description of the Shares to be offered, the purchase price and the purchase date which shall be a date not earlier than twenty (20) days after the date of such notice. Upon receipt of such notice, each such Shareholder shall have the right to subscribe for and purchase a number of such Shares determined by multiplying the total number of Share offered by a fraction, the numerator of which shall be the number of Common Shares owned by such Shareholder at the date of such notice and the denominator of which shall be the total number of Conunon Shares outstanding as at the date of such notice. Such right shall be exercised by the Shareholder by giving notice of acceptance to the Corporation within twenty (20) days after the receipt of the notice from the Corporation. In the event that the Shareholder does exercise such right it shall subscribe, purchase and pay for such Shares on the purchase date set forth in the notice of the Corporation. If all the Shareholders do not subscribe for their respective proportions, the unsubscribed Shares shall be used to satisfy the subscriptions of such Shareholders for Shares in excess of their proportion and, ~ 11 ~ if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Shares, the unsubscribed Shares shall be divided pro rata among the Shareholders desiring Shares as nearly as may be in proportion to the number of Common Shares held by them respectively at the date of such notice, but no Shareholder shall be bound to take any such Shares in excess of the amount it desires. It shall be a condition to the issuance of any new shares that the new Shareholder become party to this Agreement or, if agreed by the Board, another shareholder or share restriction agreement approved by the Board. ~ 12 ~

  • Contractual Rights The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may xxx, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring prior thereto.

  • No Pre-emptive Rights The issue of the Offered Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject.

  • Limited Preemptive Rights Except as provided in Section 5.3, no Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

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