Contractual Preemptive Rights Sample Clauses

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: (a) The Company shall deliver a notice in accordance with Section 9.6 (“New Security Notice”) to the Purchasers stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered and (iii) the price and terms upon which it proposes to offer such New Securities. (b) By written notification received by the Company within twenty (20) calendar days after the giving of New Security Notice, each Purchaser may elect to purchase, at the price and on the terms specified in the New Security Notice, up to that portion of such New Securities that equals the proportion that the number of shares of Common Stock issued and held by such Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Purchaser that elects to purchase all the shares available to it (a “Fully Exercising Purchaser”) of any other Purchaser’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully Exercising Purchaser may elect to purchase that portion of the New Securities for which Purchasers were entitled to subscribe, but which were not subscribed for by the Purchasers, that is equal to the proportion that the number of shares of Common Stock issued and held by such Fully Exercising Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). (c) If all New S...
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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. 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. 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. 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 approved by the Board, (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 of the Company, (d) of any Common Stock in a merger, stock exchange, purchase of assets or similar transaction, (e) of the Warrants or 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 is...
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Contractual Preemptive Rights 
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Related to Contractual Preemptive Rights

  • Preemptive Rights (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

  • Preemptive Right (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

  • No Preemptive Rights Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

  • Pre-emptive Rights (a) Before the Company may issue and sell Additional Units to any Person, including an existing Member, the Company must first offer (the “Offer”) to sell such Additional Units to all of the existing Members in accordance with this Section. The Offer must be bona fide, be in writing and be an offer with respect to all of the Additional Units offered by the Company. The Offer must identify and set forth the number of Additional Units subject to the Offer, the purchase price thereof, which must be stated in United States dollars (the “Offer Price”), the terms of payment of the Offer Price and the closing date, which shall not be earlier than thirty (30) days or later than one hundred twenty (120) days after the date notice of the Offer is given to the Members (collectively, the “Offer Terms”). (b) Effective upon the date the notice of the Offer is given by the Company to the Members (the “Notice Date”), each of the Members shall have the option to purchase, upon the Offer Terms, the number of Additional Units subject to the Offer multiplied by a fraction in which the numerator is the number of Units such Member owns and the denominator is the aggregate number of Units owned by all the Members. In order to exercise such option, a Member must give notice of such exercise to the Company within fifteen (15) days after the Notice Date. (c) The closing of all purchases under this Section shall take place thirty (30) days after the Notice Date or such other time as the parties to such closing agree. If any Member (or such Members’ representative) fails to appear at the closing or appears and fails to purchase the Additional Units which such Member is obligated to purchase, the closing shall be adjourned two business days and at such adjourned closing such Member may purchase such Additional Units. (d) If any Member does not exercise such Member’s option to purchase such Member’s proportionate share of the Additional Units, or if any Member exercises such option but fails to purchase such Member’s proportionate share of the Additional Units in accordance with Paragraph (c) above, the Company may sell the Additional Units not purchased by such Member pursuant to this Section to any Person, including any other Member, provided such sales shall occur not later than one hundred eighty (180) days after the Notice Date and only in accordance with the Offer Terms, except that the sales price may exceed the Offer Price.

  • 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 (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

  • 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.

  • 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.

  • Limited Preemptive Right Except as provided in this Section 5.9 and in Section 5.2, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Securities.

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