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Emptive Right Sample Clauses

Emptive Right. Following the Initial Offering Period, for so long as the Public REIT OP is a partner in the Partnership, the Partnership shall give the Public REIT OP written notice (an "Offer Notice") of any proposed offering by the Partnership of additional Units for cash at least 90 days prior to the anticipated closing date of such offering, which notice shall specify the total number of Units being offered and the price per Unit at which the Partnership is offering Units in such offering. The Public REIT OP shall have the right (a "Preemptive Right") to acquire up to 40% of the Units sold by the Partnership in any such offering; provided that all Units issued to the Public REIT OP shall be issued in respect of its non-managing general partner interest in the Partnership, notwithstanding that Units may otherwise be offered in such offering in respect of limited partner interests in the Partnership. In order to exercise its Pre-Emptive Right, the Public REIT OP must deliver a written notice (an "Exercise Notice") to the Partnership and the General Partner within 30 days after delivery of the Offer Notice, which Exercise Notice must specify the total number of Units the Public REIT OP wishes to acquire, up to 40% of the total number of Units issued in such offering. If the Public REIT OP delivers an Exercise Notice within such 30 day period, then the Public REIT OP will be obligated to buy, and the Partnership shall be obligated to sell to the Public REIT OP, that number of Units specified in the Exercise Notice, up to 40% of the total number of Units issued in such offering; provided that the Partnership shall have no obligation to sell any Units to the Public REIT OP if such offering is cancelled.
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Emptive Right. For so long as the Public REIT OP is a Partner in the Partnership, the Managing General Partner shall give the Public REIT OP prior written notice (an “Offer Notice”) of any Capital Call expected to be issued with respect to the Fund. The Public REIT OP shall have the right (a “Preemptive Right”) to contribute to the Partnership up to 40% of the total capital contributed to the Fund in such Capital Call in exchange for Partnership Units at the Current Unit Price at the time of issuance. In order to exercise its Pre-Emptive Right, the Public REIT OP must deliver a written notice (an “Exercise Notice”) to the Partnership and the Managing General Partner within 10 Business Days after delivery of the Offer Notice, which Exercise Notice must specify the total Capital Contribution the Public REIT OP wishes to make, up to 40% of the total amount of Capital being contributed (taking into account any concurrent capital contributions being made to the Partnership, US Core Trust, or US Core Properties). If the Public REIT OP delivers an Exercise Notice within such 10 Business Days period, then the Managing General Partner will issue a Capital Call Notice to the Public REIT OP requesting a Capital Contribution in the amount specified in such Exercise Notice, and the Public REIT OP will be obligated to make a Capital Contribution in such amount in response thereto, concurrently with any Capital Call Notices issued to other investors as part of such Capital Call. Concurrently with any Capital Contribution made pursuant to this Agreement, the Hxxxx REIT OP and the Partnership shall enter into a Subscription Agreement or other suitable document providing for such Capital Contribution and corresponding issuance of Partnership Units, which shall include such representations and warranties by the Hxxxx REIT OP as are generally included in the form of subscription agreement entered into by other investors in the Partnership. Nothing in this letter agreement shall preclude the Public REIT OP from making a Capital Commitment to the Partnership pursuant to a Subscription Agreement as contemplated by the Partnership Agreement, in which case, in connection with any Capital Call, the Public REIT OP will be entitled to contribute to the Partnership the greater of the amount provided for under this letter agreement and its pro rata share of the total amount of capital being contributed to the Fund based on its Unfunded Commitment under such Subscription Agreement relative to the unfu...
Sample 1
Emptive Right. SECTION 3.01. Pre-emptive Right. (a) Subject to the terms and conditions of this Section 3.01, the Company hereby grants to the Investor a right of first offer (the “Right of First Offer”) to purchase its pro rata share of issues and sales by the Company of its Equity Securities (as hereinafter defined). The Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of the number of shares of Common Stock owned by the Investor immediately prior to the issuance of the Equity Securities, assuming full conversion of the Preferred Stock and exercise of all outstanding rights, options and warrants to acquire Common Stock held by said Investor, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the Equity Securities, assuming full conversion of all outstanding Preferred Stock, and the exercise of all outstanding rights, options and warrants to acquire Common Stock. (b) Each time the Company proposes to offer any shares, whether now authorized or not, or any rights, options or warrants to purchase any such shares of Common Stock or of its preferred stock or any securities of any type that are or may become convertible into or exchangeable or exercisable for any shares of, any class of Common Stock or its preferred stock (“Equity Securities”), the Company shall first make an offer of such Equity Securities to the Investor in accordance with the following provisions: (i) The Company shall deliver a notice (an “Issue Notice”) to the Investor stating (A) its bona fide intention to offer such Equity Securities, (B) a description of such Equity Securities, (C) the number of such Equity Securities to be offered, and (D) the price and terms upon which it proposes to offer such Equity Securities. (ii) By written notice to the Company within five (5) Business Days after receipt by the Investor of an Issue Notice, the Investor may elect to purchase or obtain, at the price and on the terms specified in the Issue Notice, its pro rata share of the Equity Securities at the price and upon the terms specified in the Issue Notice and stating therein the quantity of Equity Securities to be purchased. (iii) If all of the Equity Securities that the Investor is entitled to obtain pursuant to Section 3.01(b)(ii) are not elected to be obtained as provided in Section 3.01(b)(ii), the Company may, during the one-hundred and twenty (120) day period following the expiration of the five (5) Business Day period provided in Se...
Sample 1
Emptive Right. Each of the Carlyle Investment Funds has a pre-emptive right to purchase up to its pro rata share of any new securities which our Company may, from time to time, propose to sell, offer or issue.
Sample 1
Emptive Right. If the Vendor intends to transfer some or all of its remaining Nantong Jianghai Shares by way of agreement under the PRC laws to a third party which is not an affiliate of the Vendor subsequent to the Purchaser’s payment of the Sale Consideration, the Purchaser shall have a pre-emptive right over such Nantong Jianghai Shares, subject to certain conditions under the Share Purchase Agreement.
Sample 1
Emptive Right. Should additional Shares be issued by the Corporation from the treasury, any and all Voting Shareholders should have the right to purchase that number of additional Shares of the class of Shares being issued as is necessary to prevent their Proportionate Interest from being diluted; and no Shares may be purchased beyond the level of Proportionate Interest without the unanimous approval of the Voting Shareholders.
Sample 1
Emptive Right. From and after the Termination Date (but, for greater certainty, only prior to an Initial Public Offering), BMO shall continue to benefit from the provisions of Sections 11.1 and 11.2; however, such provisions shall, for purposes of BMO's rights thereunder, be subject to the following amendments (such amended subscription rights are hereby referred to as the "Amended Basic Pre-emptive Right"):
Sample 1
Emptive Right. From and after the BAC Termination Date but prior to an Initial Public Offering, provided that BAC shall have purchased the BAC Option Shares BAC shall, in lieu of its Basic Pre-emptive Right, have the benefit of an Amended Basic Pre-emptive Right on the same terms and conditions as apply to BMO pursuant to Section 11.5, MUTATIS MUTANDIS, except that the proportional holding that BAC shall be entitled to maintain shall be only 8.5% of the issued and outstanding equity shares of the Corporation.
Sample 1

Related to Emptive Right

  • Preemptive Right The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.

  • 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.

  • 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.

  • Pre-emptive Rights 5.1 Subject to Section 5.5, if the Company at any time or from time to time proposes to issue any Qualified Securities (including any issuance of Qualified Securities that results, through a series of one or more related transactions, in the Company receiving, directly or indirectly, cash for such issuance), the Company shall, no later than fifteen (15) Business Days prior to the proposed consummation of such issuance give written notice thereof to Investor (the Pre-emptive Rights Notice). Such Pre-emptive Rights Notice shall contain the amount and class of Qualified Securities to be issued, the purchase price in respect thereof, the prospective purchasers thereof, if known, and any other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to issue to Investor, at the same purchase price per Qualified Security at which the Company issues such Qualified Securities to the other proposed purchasers thereof, that number of Qualified Securities (the Pre-emptive Securities) equal to the product of Investor’s Proportionate Interest multiplied by the total number of Qualified Securities being offered (the Pre-emptive Rights); provided, however, that the number of Pre-emptive Securities to be offered to Investor pursuant to this Section 5.1 shall be reduced by the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable statutory pre-emptive rights (after giving effect to any waiver, in whole or in part, of such statutory pre-emptive rights by the Company’s shareholders, to the extent that such waiver is binding on Investor) or any other contractual pre-emptive rights that Investor may enforce against the Company. At any time within fifteen (15) Business Days after receipt of the Pre-emptive Rights Notice (the Pre-emptive Rights Period) Investor may accept the offer made to it in the Pre-emptive Rights Notice, by furnishing notice of acceptance thereof to the Company (the Pre-emptive Rights Acceptance Notice). Failure by Investor to provide a Pre-emptive Rights Acceptance Notice within the Pre-emptive Rights Period shall be deemed to constitute an election by Investor not to exercise its Pre-emptive Rights. 5.2 If at the end of the Pre-emptive Rights Period less than all of the Pre-emptive Securities are accepted for purchase by Investor pursuant to Section 5.1, the Company shall be entitled to proceed with the issuance of the Pre-emptive Securities that Investor did not accept for purchase pursuant to Section 5.1, on terms not more favourable than (including as to form of consideration), and for a purchase price equal to or higher than, that set forth in Pre-emptive Rights Notice. 5.3 The closing of the purchase of Pre-emptive Securities accepted for purchase pursuant to Section 5.1 shall take place together with the closing of the issuance to the other proposed buyer(s) and such purchase shall be at the purchase price specified in the Pre-emptive Rights Notice paid by wire transfer of immediately available funds or pursuant to the same terms and conditions offered to the proposed buyer(s) of Qualified Securities set forth in the Pre-emptive Rights Notice, in either case in the appropriate amount or other consideration (or a reasonable monetary equivalent of such other consideration) as indicated in such notice against delivery of certificates or other instruments representing the Pre-emptive Securities so purchased. 5.4 Investor may at its discretion by written notice to the Company waive its Pre-emptive Rights under this Section 5.1 in whole or in part at any time. 5.5 Notwithstanding anything to the contrary in this Agreement, Investor shall not be granted Pre-emptive Rights with respect to (i) issuances of options to employees of the Company pursuant to the ESOP, (ii) issuances of Ordinary Shares pursuant to the exercise of options issued under the ESOP; or (iii) issuances of Qualified Securities in connection with the acquisition (whether by merger or otherwise) of all or part of the outstanding capital stock or assets of a third party; provided such acquisition is on an arm’s length basis, at market conditions and within the boundaries authorized in the Company’s shareholder meetings; and provided further that no Competitor would acquire 18% or more of the issued and outstanding Company Voting Securities (assuming the exercise, exchange or conversion of all securities exercisable or exchangeable for or convertible into or otherwise giving the holder thereof any rights in respect of Company Voting Securities held by such Competitor or its Affiliates) immediately after such issuance as a result thereof. 5.6 Investor’s Pre-emptive Rights shall expire and no longer be available upon Investor (together with its Affiliates) ceasing to have Beneficial Ownership of at least 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS); provided that Ordinary Shares issued pursuant to Section 5.5 above shall be disregarded for the purposes of determining whether Investor’s Beneficial Ownership falls below 12% of the issued and outstanding Ordinary Shares (including Ordinary Shares represented by ADS).

  • 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.

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

  • 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 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.

  • 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.

  • 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.

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