Assignment of Preemptive Rights Sample Clauses

Assignment of Preemptive Rights. Any Investor shall be entitled to assign such Investor’s rights under this Article II to any of such Investor’s Affiliates.
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Assignment of Preemptive Rights. The preemptive rights set forth in this Article 3 may be assigned by a Series D Investor and Series E Investor to a transferee or assignee of Securities that (a) is an accredited investor as defined in Regulation D under the Securities Act and (b) acquires at least 1,000,000 shares of Preferred Stock or Common Stock issued upon conversion of Preferred Stock and either (x) is an Affiliate of such Series D Investor or Series E Investor, as the case may be, or (y) acquires Securities from such Series D Investor or Series E Investor, as the case may be, in accordance with the procedures prescribed in the Right of First Refusal Agreement; provided that in either case, prior to such transfer, (i) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree in writing to be subject to all restrictions applicable to and obligations of the transferring Series D Investor or Series E Investor, as the case may be, set forth in this Agreement.
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Assignment of Preemptive Rights. The rights contained in this Section 8.5 may be assigned or otherwise conveyed to one (1) or more of the applicable Preemptive Rightholder’s controlled Affiliates who, in each case, are Accredited Investors; provided, that such assignment or conveyance is effected in compliance with the terms and conditions of this Agreement applicable to the assignment or Transfer of Units.
Sample 1
Assignment of Preemptive Rights. The rights contained in this Section 2 may be assigned or otherwise conveyed to transferees or assignees of Eligible Holders; provided that (i) such transfer is effected in compliance with Section 1.2 hereof, (ii) such transferee (A) is a current or former principal, manager, member, limited partner, general partner, stockholder, subsidiary, officer or affiliate of such transferor of the capital stock, (B) is a family member of the transferor or a trust or other similar entity for the benefit of the transferor or a family member of the transferor, or (C) acquires at least 250,000 shares of the transferor’s capital stock (as adjusted for stock splits, stock dividends, recapitalizations and other combinations), (iii) such transferee agrees to be subject to all restrictions set forth in this Agreement, (iv) the Company is provided with written notice of such transfer and (v) such transferee is an accredited investor or otherwise eligible under applicable securities law to acquire the New Securities without the same being registered under the 1933 Act or any similar law.
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Assignment of Preemptive Rights. The preemptive rights of each Series AA Investor under this Section 4(b) may be assigned by a Series AA Investor to a transferee or assignee of Series AA Preferred that (A) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Series AA Investor that is a corporation, partnership or limited liability company, (B) is a Series AA Investors’ family member or trust for the benefit of an individual Series AA Investor, or (C) acquires all of the Series AA Preferred held by such Series AA Investor; provided, however, (1) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee, and (2) such transferee shall agree in writing to be subject to all restrictions set forth in this Agreement.
Sample 1
Assignment of Preemptive Rights. The preemptive rights set forth in this part 5 may not be assigned or transferred, except that such rights are assignable (i) by each Stockholder to any Affiliate of such Stockholder, (ii) by a Stockholder to any Person to which Debentures or Closing Shares are transferred by such Stockholder and (iii) between and among any of the Stockholders.
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Assignment of Preemptive Rights. Each Investor may assign its right to purchase equity securities under this Article 4 in whole or in part to one or more of the following: any subsidiary, parent, general partner, limited partner, retired partner, member, retired member, general partner of a general partner, or affiliate of such Investor, who shall agree to be bound by this Agreement in connection with such purchase.
Sample 1
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Assignment of Preemptive Rights. The preemptive rights of each Major Investor under this Section 4 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9.
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Assignment of Preemptive Rights. The rights contained in this Article IV may be assigned or otherwise conveyed by a Preemptive Stockholder to one or more of its Affiliates that, in each case, are not Competitors or Ineligible Parties and that otherwise qualify as “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act); provided that such assignment or conveyance is otherwise effected in compliance with the terms and conditions of this Agreement applicable to the Transfer of Shares.
Sample 1

Related to Assignment of 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.

  • 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.

  • No Pre-emptive Rights The issue of the Offered Shares 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.

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