Contractual Preemptive Rights Sample Clauses
A Contractual Preemptive Rights clause grants existing parties, typically shareholders, the first opportunity to purchase additional shares or interests before the company offers them to outside parties. In practice, when new shares are issued, the company must notify current shareholders, who then have a specified period to exercise their right to buy a proportional amount of the new issuance. This clause helps prevent dilution of existing ownership and ensures that current stakeholders can maintain their relative influence and investment in the company.
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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 Company Securities by the Company after the date hereof shall be governed exclusively by this ▇▇▇▇▇▇▇▇▇ ▇▇, and any such preemptive or similar rights contained in any other agreement, including without limitation, the Series A Purchase Agreement, the Series B Purchase Agreement, the Preferred B Warrants, the Series C Purchase Agreement, the Note Agreement the Mezzanine Warrants, are hereby terminated and rescinded in their entirety. If prior to a Qualified Public Offering, the Company shall issue any Company Securities (including any transfer of previously-issued Company Securities), each holder of Underlying Common Stock and Warrant Shares and the Hull Family Limited Partnership (the "Hull Partnership") shall be entitled to purchase the same proportion of such Company 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 Company Securities, including outstanding Company Securities held by such holder), after the issuance of such Company Securities as before the issuance thereof; 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, a pro rata amount of each such Company Security issued and (b) that such preemptive right shall not apply to (i) Company Securities issued to employees or consultants to the Company under any Approved Plan, (ii) Company Securities issued upon the conversion, exercise or exchange of Company Securities to which the preemptive rights under this Paragraph 2C were previously applicable, (iii) Company Securities issued in connection with an exercise of the preemptive rights granted hereunder, (iv) Company Securities issued pursuant to the Series C Exchange Agreement or the Series D-1 Purchase Agreement, (v) Company Securities issued upon conversion of the Preferred Stock or exercise of the Warrants, the 2001 Warrants and the ▇▇▇▇▇▇ Warrant or upon conversion of Class B Comm...
Contractual Preemptive Rights. If the Company proposes to issue, sell or otherwise transfer any shares of Common Stock (or any security convertible or exchangeable into Common Stock) of the Company (the "OFFERED SECURITIES"), each Shareholder who is an accredited investor (as defined under Rule 501 of Regulation D) shall have the right to purchase the number of Offered Securities provided below in this Section 4.5; provided, that the provisions of this Section 4.5 shall not apply to any issuances (a) to any employee of the Company or any of its Subsidiaries pursuant to any stock option or similar benefit plan or any employee stock offering, (b) in connection with a Public Offering, (c) of any Common Stock in payment of any dividend on the Common Stock pursuant to the terms of the Certificate of Incorporation, (d) of any Common Stock in a merger, stock exchange, purchase of assets or similar transaction, (e) of any Common Stock upon exercise of the Warrants or (f) of any Common Stock to any Person that is not a Shareholder or an Affiliate of a Shareholder at the time of issuance. The Company shall give each Shareholder at least 20 days' prior written notice of any such proposed issuance setting forth in reasonable detail the proposed terms and conditions thereof and shall offer to each Shareholder the opportunity to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, each type of security in the same proportion offered), and at the same time as the securities are proposed to be issued by the Company. A Shareholder may exercise its preemptive rights by delivery of an irrevocable written notice to the Company not more than 10 days after delivery of the Company's notice, which notice shall state the number of Offered Securities such Shareholder (each a "REQUESTING SHAREHOLDER" and collectively, the "REQUESTING SHAREHOLDERS") would like to purchase. If the total number of Offered Securities requested to be purchased exceeds the total number of Offered Securities proposed to be issued and sold by the Company, then the Company will issue and sell the Offered Securities to the Requesting Shareholders pro rata based on the number of Shares (determined on a Fully-Diluted basis) owned by each such Shareholder prior to the issuance at hand. If the total number of Offered Securities requested to be purchased does not equal the total number of Offered Securities proposed to be issued and sold by the Company, the Company shall give not...
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, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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").
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.
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...
Contractual Preemptive Rights. 10 2D. Transferees of Capital Stock...........................................12
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
Contractual Preemptive Rights