Common use of Dilution Offerings Clause in Contracts

Dilution Offerings. If the General Partner, in its sole discretion, determines that it is in the best interest of the Partnership, the General Partner may, from time to time, issue, offer and sell additional limited partnership interests in the Partnership (a "Dilution Offering") to local urologists who are not already Limited Partners ("Qualified Investors"). The primary purpose of any Dilution Offering would be (i) to raise additional capital for any legitimate Partnership purpose as set forth in Article 4, and (ii) to assure the highest quality of patient care by admitting Qualified Investors to the Partnership who would be dedicated and motivated as owners to follow the Partnership's treatment protocol, and comply with its quality assurance and outcome analysis programs. Any limited partnership interests offered by the Partnership in a Dilution Offering shall be sold in the manner and according to the terms prescribed in the sole discretion of the General Partner; provided, however, that any additional limited partnership interests offered in a Dilution Offering will be sold for a price no lower than the highest price for which proportionate limited partnership interests in the Partnership have been previously sold by the Partnership. Any sale of additional limited partnership interests will result in the proportionate dilution of the Partnership Percentage Interests of the existing Partners. Notwithstanding the above, in the event of a Dilution Offering, the General Partner and/or its Affiliates may elect, in their sole discretion, to prevent dilution of the Percentage Interests of the General Partner and/or its Affiliates by either contributing a proportionate amount of additional capital to the Partnership or purchasing additional limited partnership interests in any Dilution Offering. Limited Partners will have no right to purchase additional limited partnership interests in any Dilution Offering. Any investor acquiring a limited partnership interest in a Dilution Offering shall agree to be bound by the terms of this Agreement, and shall be automatically admitted as a Limited Partner of the Partnership. Any adjustment in the Partners' Percentage Interests resulting from a Dilution Offering shall be set forth on Schedule A attached hereto.

Appears in 3 contracts

Samples: Prime Medical Services Inc /Tx/, Prime Medical Services Inc /Tx/, Prime Medical Services Inc /Tx/

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Dilution Offerings. If the General Partner, in its sole discretion, determines that it is in the best interest of the Partnership, the General Partner may, from time to time, offer, sell and issue, offer for and sell on behalf of the Partnership, additional limited partnership interests in the Partnership (a "Dilution Offering") to local urologists investors who are not already Limited Partners ("Qualified Investors"). The primary purpose of any Dilution Offering would be (i) to raise additional capital for any legitimate Partnership purpose as set forth in Article 4, and (ii) to assure the highest quality of patient care by admitting Qualified Investors to the Partnership who would be dedicated and motivated as owners to follow the Partnership's treatment protocol, and comply with its quality assurance and outcome analysis programs. Any limited partnership interests offered by the Partnership in a Dilution Offering shall be sold in the manner and according to the terms prescribed in the sole discretion of the General Partner; provided, however, that any additional limited partnership interests offered in a Dilution Offering will be sold for a price no lower than the highest price for which proportionate limited partnership interests in the Partnership have been previously sold by the Partnership. Any sale of additional limited partnership interests will result in the proportionate dilution Partnership unless otherwise determined by a vote of the Partnership Percentage Interests General Partner and a Majority in Interest of the existing Limited Partners. Notwithstanding the above, in the event of a Dilution Offering, the General Partner and/or its Affiliates may elect, in their its sole discretion, to prevent dilution of the its Percentage Interests of the General Partner and/or its Affiliates Interest by either contributing a proportionate amount of additional capital to the Partnership or purchasing additional limited partnership interests in any Dilution Offering. Limited Partners will shall have no right to purchase additional limited partnership partner interests in any Dilution OfferingOffering or to make additional capital contributions or take any other action to prevent dilution of their Percentage Interest. Any sale of additional limited partnership interests will result in the proportionate dilution of the Percentage Interests of the existing Partners. Any investor acquiring a limited partnership interest in a Dilution Offering shall agree to be bound by the terms of this Agreement, and shall be automatically admitted as a Limited Partner of the Partnership. Any adjustment in the Partners' Percentage Interests resulting from a Dilution Offering shall be set forth on an amended Schedule A to be attached hereto.

Appears in 1 contract

Samples: Agreement (Prime Medical Services Inc /Tx/)

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Dilution Offerings. If As provided in Article 20.5(a), if the General Partner, Partner and a Majority in its sole discretion, determines Interest of the Limited Partners determine that it is in the best interest of the Partnership, the General Partner may, from time to time, issue, offer and sell additional limited partnership interests in the Partnership (a "Dilution Offering") to local urologists who are not already Limited Partners ("Qualified Investors"). The primary purpose of any Dilution Offering would be (i) to raise additional capital for any legitimate Partnership purpose as set forth in Article 4, and (ii) to assure the highest quality of patient care by admitting Qualified Investors to the Partnership who would be dedicated and motivated as owners to follow the Partnership's treatment protocol, and comply with its quality assurance and outcome analysis programs. Any limited partnership interests offered by the Partnership in a Dilution Offering shall be sold in the manner and according to the terms prescribed in the sole discretion of the General Partner; provided, however, that any additional limited partnership interests offered in a Dilution Offering will be sold for a price no lower than the highest price for which proportionate limited partnership interests in the Partnership have been previously sold by the Partnership. Any sale of additional limited partnership interests will result in the proportionate dilution of the Partnership Percentage Interests of the existing Partners. Notwithstanding the above, in the event of a Dilution Offering, the General Partner and/or its Affiliates Partner, Carolina Lithotripsy and Related Parties may elect, in their sole discretion, to prevent dilution of the their respective Percentage Interests of the General Partner and/or its Affiliates by either contributing a proportionate amount of additional capital to the Partnership or purchasing additional limited partnership interests in any Dilution Offering. Any other Limited Partners will have no right to purchase additional limited partnership interests in any Dilution Offering. Any investor acquiring a limited partnership interest in a Dilution Offering shall agree to be bound by the terms of this Agreement, and shall be automatically admitted as a Limited Partner of the PartnershipPartnership notwithstanding any other provisions in this Agreement to the contrary. Any adjustment in the Partners' Percentage Interests resulting from a Dilution Offering shall be set forth on Schedule A attached hereto.

Appears in 1 contract

Samples: Prime Medical Services Inc /Tx/

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