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 of 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 20% of the Units sold by the Partnership in any such offering provided that the Public REIT OP's investment in the Partnership may be for non-managing general partner interests, if the Public REIT OP so chooses, rather than the Units offered by the Partnership. In order to exercise its Pre-Emptive Right, the Public REIT OP must deliver a written notice (an "Exercise Notice") within 30 days after delivery of notice of such offering to the Partnership and the General Partner, which Exercise Notice must specify the total number of Units (or equivalent interest) the Public REIT OP wishes to acquire, up to 20% of the total number of Units (or equivalent interest) 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 (or equivalent interest) specified in the Exercise Notice, up to 20% of the total number of Units (or equivalent interest) issued in such offering; provided that the Holding 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. 13.1 Until the completion of a Qualified IPO, in the event that the Company proposes to issue equity interest or any other Equity Securities (the “Addition Equity”), the Company shall give a written notice (the “Capital Increase Notice”) to the Investor which shall include the amount, subscription price, category of shares, the identity of the third party with intent to subscribe the Addition Equity and other information relating to the Addition Equity. Each of the Investors is entitled to subscribe up to its pro rata share (calculated on an as converted basis) of the Addition Equity on equivalent terms and conditions upon receiving the Capital Increase Notice from the Company (the “Pre-emptive Right”). 13.2 The Investors shall reply in writing within thirty (30) days upon receipt of the Capital Increase Notice as to whether to exercise the Pre-emptive Right, and failure to reply in writing within the given period shall be deemed a waiver to exercise its Pre-emptive Right. 13.3 If any Investor with Pre-emptive Right fails or waives to exercise its Pre-emptive Right in full, the Company shall give a written notice to other Investors who exercise the Pre-emptive Right (the “Second Capital Increase Notice”), and such Shareholders with Pre-emptive Rights who exercised in full their Pre-emptive Right is entitled to (the “Oversubscription Right”), but not obligated to, subscribe the unsubscribed part of the Addition Equity (“Remaining Addition Equity”) under equivalent terms and conditions, until all the Addition Equity have been subscribed by the Investors with Pre-emptive Rights. Such other Investors with Pre-emptive Right shall reply in writing as to whether to exercise its Oversubscription Right within ten (10) days upon receiving the Second Capital Increase Notice, and failure to reply in writing shall be deemed as a waiver to exercise its Oversubscription Right. In the event more than one of such other Shareholders with Pre-emptive Right exercised their Oversubscription Right, such other Shareholders with Pre-emptive Right shall consult friendly with each other as to the Remaining Addition Equity to determine the amount each such Shareholder with Pre-emptive Right can subscribe. In the event such Investors fail to reach an agreement, each such Investors is entitled to subscribe such number of Remaining Addition Equity equal to the lesser of (i) the subscription amount included in its written response to the Second Capital Increase Notice and (ii) the produ...
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. 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. 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. 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
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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.
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Related to Emptive Right

  • 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.

  • 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 (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.

  • 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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