Anti-Dilutive Rights. (a) Except as provided in Section 4.05(c) below, the Company shall not issue, sell or transfer to any Person any Common Stock or securities convertible into, or exercisable for, Common Stock unless the Stockholders, Xx. Xxxxx and any Permitted Transferees are offered in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Stock or other securities (the "Maintenance Securities") as is necessary for each of the Stockholders, Xx. Xxxxx and any Permitted Transferees to maintain, individually, the same level of its respective percentage Beneficial Ownership of Common Stock (on a Fully Diluted Basis) as it owned immediately prior to such issuance ("Anti-Dilutive Rights"). In the case of a public offering, the Company shall, as part of its offer, provide a copy of any preliminary prospectus containing either the indicative price range of the offered securities or trading information relating to the offered securities, as the case may be, and other information concerning the offering reasonably requested by the Stockholders, Xx. Xxxxx or any Permitted Transferee. The Stockholders, Xx. Xxxxx and any Permitted Transferee shall have the right, during the period specified in Section 4.05(b), to accept the offer for any or all of the Maintenance Securities offered to each of them on their own behalf or on behalf of any Affiliate (and, in the case of Oak Hill, on behalf of Oak Hill Securities Fund, L.P.) not otherwise accepting such offer to acquire Maintenance Securities under this Section 4.05.
Anti-Dilutive Rights. (i) If at any time after the date hereof the Company shall issue or sell any Units and/or Convertible Preferred Units or any immediately exercisable warrants, options or rights to subscribe for or purchase Units and/or Convertible Preferred Units, or other immediately exercisable securities exercisable or convertible into Units and/or Convertible Preferred Units, and the consideration per Unit and/or Convertible Preferred Unit for, and/or the price per Unit and/or Convertible Preferred Unit at which, such warrants, options or rights are exercisable for or such securities are convertible into, such Units and/or Convertible Preferred Units is less than the Fair Market Value of the Units and/or Convertible Preferred Units immediately prior to such issuance or sale, then, forthwith upon such issuance or sale, the number of Series B Convertible Preferred Units held by each holder of Series B Convertible Preferred Units shall be adjusted so that for each Series B Convertible Preferred Unit held by such holder, such holder shall be entitled to receive a number of Series B Convertible Preferred Units equal to the product of (a) the number of Series B Convertible Preferred Units held by such holder before such adjustment and (b) a fraction the numerator of which shall be the number of Units and Convertible Preferred Units (the number of such Convertible Preferred Units being calculated for this purpose as the number of Units into which such Convertible Preferred Units are convertible (excluding for this purpose the special conversion rights of Series B Convertible Preferred Units under Section 12.4(f)) (“Unit Value”)) outstanding immediately prior to such issuance or sale, plus the number of additional Units and/or Convertible Preferred Units (calculated at their Unit Value) offered for sale or issuable pursuant to such warrants, options or rights and the denominator of which shall be the number of Units and Convertible Preferred Units (calculated at their Unit Value) outstanding immediately prior to such issuance or sale, plus the number of additional Units and Convertible Preferred Units (calculated at their Unit Value) which the aggregate offering price of the Units and/or Convertible Preferred Units so offered for sale and/or the exercise price for the Units and/or Convertible Preferred Units issuable pursuant to such warrants, options or rights would purchase at such Fair Market Value (determined by multiplying such number of Units and/or Convertible Preferred...
Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted to the Investor under Article 7, and subject to Article 7, if the Company is making any proposed public (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of (i) Quotas or shares or (ii) any other security convertible into or exercisable for Quotas (excluding issuances in connection with the Option) or shares, then the Company will send written notice to the Investor not less than 45 days before the Proposed Issuance setting forth all material terms of the Proposed Issuance including the manner of sale, the sale price or the amount and type of other consideration to be received by the Company.
Anti-Dilutive Rights. (a) Except as provided in Section 4.06(c) below, the Company shall not issue, sell or Transfer, whether in private issuances or sales or in a registered public offering, any Common Stock or securities convertible into Common Stock to any Person unless the Stockholder and any Permitted Transferees are offered in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Stock or other securities (the "Maintenance Shares") as is necessary for the Stockholder and any Permitted Transferees to maintain, individually, the level of their respective percentage Beneficial Ownership of Common Stock (on a Fully Diluted Basis) as it owned immediately prior to such issuance ("Anti-Dilutive Rights"). In the case of a public offering, the Company shall, as part of its offer, provide a copy of any preliminary prospectus and other information concerning the offering reasonably requested by the Stockholder or any Permitted Transferees. The Stockholder and any Permitted Transferee shall have the right, during the period specified in Section 4.06(b), to accept the offer for any or all of the Maintenance Shares offered to each of them.
Anti-Dilutive Rights. (a) Except as provided in --------------------- Section 2.01(c) below, so long as TDF is Qualified, the Company shall not issue, sell or transfer any Equity Securities to any person (other than in connection with the IPO but only to the extent that the TDF Consolidated Group Interest is not thereby reduced to less than 20%) unless TDF is offered in writing the right to purchase, at the same price in cash for which such Equity Security is being offered to such other person(s) (provided that if such Equity Security is being -------- offered to such other person(s) for consideration other than cash or cash equivalents, the price in cash for which such Equity Security is being offered shall be deemed to be the Fair Market Value (as determined in good faith by the Board) of such consideration as of the date of issuance of such Equity Security), and on the same other terms proposed to be issued and sold (it being understood that TDF shall have the benefit of any underwriting or similar discount), an amount of such Equity Securities (the "Maintenance Securities") as ---------------------- is necessary for the TDF Group to maintain the TDF Consolidated Group Interest, the TDF Group Interest and the TDF Non-Voting Equity Interest (as defined), as applicable, as would exist immediately prior to such issuance (the "Anti- ---- dilutive Rights"); provided that, with respect to the initial issuance by the --------------- -------- Company following the date of this Agreement of Equity Securities which are not Voting Securities, the TDF Non-Voting Equity Interest shall be deemed to be equal to the TDF Consolidated Group Interest or the TDF Group Interest, as applicable, and thereafter "TDF Non-Voting Equity Interest" shall ------------------------------ mean the percentage of non-voting Equity Securities owned, directly or indirectly, by the TDF Group. TDF shall have the right, during the period specified in Section 2.01(b), to accept the offer for any or all of the Maintenance Securities.
Anti-Dilutive Rights. The Company shall not issue, sell or transfer to any Person any Common Stock or securities convertible into, or exercisable for, Common Stock (an "Issuance"):
Anti-Dilutive Rights. (a) Except as provided in Section --------------------- 2.01(d) below, so long as TDF is Qualified, the Company shall not issue, sell or transfer any Equity Securities to any person (other than in connection with the IPO but only to the extent that the TDF Consolidated Group Interest is not thereby reduced to less than 20%) unless TDF is offered in writing the right to purchase, at a price in cash determined pursuant to Section 2.01(c), an amount of such Equity Securities (the "Maintenance Securities") as is necessary for the ---------------------- TDF Group to maintain the TDF Consolidated Group Interest, the TDF Group Interest and the TDF Non-Voting Equity Interest (as defined), as applicable, as would exist immediately prior to the time the Company makes a written offer (a "Maintenance Offer") to TDF to sell such Maintenance Securities to TDF pursuant ------------------ to Section 2.01(b) (the "Anti-dilutive Rights"); provided that, with respect to -------------------- -------- the initial issuance by the Company following the date of this Agreement of Equity Securities which are not Voting Securities, the TDF Non-Voting Equity Interest shall be deemed to be equal to the TDF Consolidated Group Interest or the TDF Group Interest, as
Anti-Dilutive Rights. (a) From and after the Effective Date (defined in Section 4(k)) until such time as all of the Class B Common Stock owned by Parent has been converted into Class A Common Stock and Parent ceases to own any Class B Common Stock, in the event of any proposed public or private issuances (each a "PROPOSED ISSUANCE") of shares of (i) Class A Common Stock, (ii) Class B Common Stock or (iii) any other capital stock of the Company or any other security convertible into or exercisable or exchangeable (with or without the payment of additional consideration) for Class A Common Stock, Class B Common Stock or other capital stock of the Company (excluding issuances of shares of Class A Common Stock upon conversion of Class B Common Stock) (any such security a "DERIVATIVE SECURITY") (the securities of the Company referred to in clauses (i), (ii) and (iii) being referred to herein as "CAPITAL STOCK"), the Company shall send written notice thereof to Parent not less than forty-five (45) days prior to such Proposed Issuance, which notice must set forth all material terms of the Proposed Issuance including, without limitation, the manner of sale, the per share sale price (the "SALE PRICE") and the amount and type of any other consideration to be received by the Company.
Anti-Dilutive Rights. (a) Each Buyer shall have the following anti-dilutive rights ("Rights") in accordance with the following provisions, terms and conditions of this Section 5, so long as such Buyer (including any affiliate (as such term is defined in the Act) or member of the immediate family of such Buyer; hereinafter an "Affiliate"; for purposes of this Section 5 only, the term Buyer shall include any such Affiliate) continues to own at least fifty percent (50%) of the Shares sold to such Buyer pursuant hereto. The loss of Rights by a Buyer shall not cause any other Buyer to lose his Rights hereunder, it being understood that,, except as expressly set forth in subsection (d) below, each Buyer shall hold his, her or its Rights independently and not as part of a group. If Seller shall issue any additional shares of Common Stock (including, without limitation, the issuance of additional shares of Common Stock pursuant to the exercise of a Management Option, other option or exercise of any conversion rights) ("Dilutive Shares"), Seller and each of the Directors jointly and severally agree that Seller shall afford to each Buyer the right to acquire in whole or in part that number of additional shares of Common Stock which would result in such Buyer owning after such purchase (assuming such purchase took place immediately after the issuance of the Dilutive Shares giving rise to the Right) the same percentage ownership of outstanding shares of Common Stock as such Buyer owned immediately prior to the issuance of such Dilutive Shares (taking into account all Dilutive Shares issued and assuming the issuance of all shares issuable to all Buyers in connection with the exercise of the Rights). Such Rights shall be afforded to each Buyer by Seller delivering to Buyers' Representatives a Rights Certificate in accordance with subsection (e) below.
Anti-Dilutive Rights. (a) Except as provided in Section 4.03(c) below or Section 5.01, Holdings shall not issue, sell or transfer any Common Equity Securities to any Person unless (i) each of Shell and Sierra Acquisition is offered in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Equity Securities and (ii) each SAR Holder is offered in writing the right to enter into a contractual arrangement with Holdings which will provide to such Holder the same economic benefit such Holder would have received had he purchased such Common Equity Securities, for the same price such Holder would have paid had such Holder purchased an amount of Common Equity Securities (such shares and contract rights collectively, the "MAINTENANCE INTERESTS"), as is equal to the total amount of Common Equity Securities to be offered multiplied by a fraction, the numerator of which is the number of shares of Fully Diluted Common Stock owned by each such Person immediately prior to such sale and the denominator of which is the total number of shares of Fully Diluted Common Stock outstanding immediately prior to such sale. Such holders shall have the right, during the period specified in Section 4.03(b), to accept the offer for any or all of the Maintenance Interests. If a Person does not purchase all of the Maintenance Interests which it has the right to purchase pursuant to this Section 4.03, Shell, Sierra Acquisition and their Affiliates shall have the right to purchase such Maintenance Interests.
