Emptive Rights. (a) Except in the case of Excluded Securities, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) Stock, (ii) any other equity security of the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iv), unless in each case the Company shall have first offered to sell such securities to the Stockholders (the "Offered Securities"), at each Stockholder's respective Proportionate Percentage at a price and on such other terms and conditions as shall have been specified by the Company in writing delivered to each Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of 30 days from the date it is delivered by the Company to the Stockholder.
(b) The Company may specify in the Offer that all or a minimum amount of the Offered Securities must be sold in such offering (to the Stockholders and/or any third parties pursuant to Section 7(d)), in which case any Notice of Acceptance (as defined below) shall be deemed conditioned upon (i) receipt of Notices of Acceptance of all or such minimum amount, as applicable, of the Offered Securities and/or (ii) the sale of all, or such minimum amount, as applicable, of the Offered Securities pursuant to Section 7(d).
(c) Notice of the Stockholder's intention to accept, in whole or in part, an Offer shall be evidenced by a writing signed by such Stockholder and delivered to the Company prior to the end of the 30-day period of such Offer, setting forth such portion of the Offered Securities the Stockholders elect to purchase (the "Notice of Acceptance").
(d) In the event that Notice of Acceptance is not given by the Stockholders in respect of all the Offered Securities, the Company shall have 120 days from the expiration of the foregoing 30-day period to sell all or any part of such Offered Securities as to which Notice of Acceptances have not been given by the Stockholders (the "Refused Securities") to any other person or persons, but only upon terms and conditions in all material respects, including, without limitation, unit pric...
Emptive Rights. Subject to Article 10, each of the Investors holding Shares representing at least 1.5% of the total issued and outstanding Ordinary Shares on a fully-diluted and as-converted basis (each a “Pre-emptive Holder”) shall have a pre-emptive right to purchase certain New Securities which the Company may, from time to time, propose to issue in accordance with Articles 7, 8, 9 and 10 of these Articles. The requirement under Articles 7, 8, 9 and 10, including but not limited to the provision of the Issuance Notice and the pre-emptive rights, may be waived by a written waiver signed by (i) the Company, (ii) the Founders and (iii) holders of at least a majority of the total issued and outstanding Series A-3 Shares, provided that (i) the pre-emptive right enjoyed by any holders of Series A-4 Shares (including the provision of relevant notice) can only be waived by written waiver signed by holders of at least a majority of the total issued and outstanding Series A-4 Shares; (ii) the pre-emptive right enjoyed by any holders of Series B Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series B Investors; and (iii) the pre-emptive right enjoyed by the holders of Series C Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series C Investors.
Emptive Rights. Except as otherwise provided in accordance with the Certificate of Incorporation of the corporation, the pre-emptive right is denied.
Emptive Rights. Upon issue of shares against payment in cash, each shareholder shall have a pre-emptive right in proportion to the aggregate nominal amount of his shares, subject to the provisions of paragraph 6.3. herein. A shareholder shall have no pre-emptive right in respect of shares issued to employees of the company or of a group company. Should a shareholder who is entitled to a pre-emptive right not or not fully exercise such right, the other shareholders shall be similarly entitled to pre-emptive rights in respect of those shares which have not been claimed. If the latter collectively do not or do not fully exercise their pre-emptive rights, then the general meeting shall be free to decide to whom the shares which have not been claimed shall be issued and such issue may be made at a higher price.
Emptive Rights. 5.1 The Company hereby grants to the Purchaser the right to purchase any new Company Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may propose to issue or sell to any third party at a price that is less than the greater of (A) $1.80 and (B) the per share net asset value of the Company, as of a time that is no more than 48 hours, in each case excluding Sundays and holidays recognized as such for purposes of Section 23(b) of the Investment Company Act, prior to the applicable issuance date (the “Applicable Per Share Purchase Price”), during the period beginning on the date hereof and ending on the two (2) year anniversary of the date hereof (the “Preemptive Period”).
5.2 In the event that the Company proposes to issue and sell during the Preemptive Period New Securities at a price less than the Applicable Per Share Purchase Price, the Company shall deliver written notice (an “Issuance Notice”) of such proposed issuance to the Purchaser within three (3) Business Days following any meeting (or the effective date of any written consent) of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth (a) the number of New Securities proposed to be issued and (b) the proposed purchase price per share.
5.3 The Purchaser shall for a period of five (5) calendar days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect to purchase for cash, at the purchase price and upon the other terms and conditions set forth in the Issuance Notice, including, without limitation, any applicable stockholder approval, some or all of the New Securities proposed to be issued and sold by the Company at the earliest reasonably practicable date agreed upon between the Company and the Purchaser. The Purchaser may elect to purchase the New Securities upon the terms and conditions set forth in the Issuance Notice by delivering a written notice of such election to the Company at any time during the Exercise Period. The Purchaser’s election to purchase New Securities during the Preemptive Period pursuant to this Section 5.3 shall be binding upon the Purchaser and shall be irrevocable.
5.4 The Company may offer and sell some or all of the New Securities described in the Issuance Notice that the Purchaser shall not have elected to purchase pursuant to Section 5.3 during the Exercise Period upon terms and conditions no more favorable to any prospective purchaser than the terms and c...
Emptive Rights. Another minority protection is the ability of shareholders to maintain their proportionate interest in the company should the board issue new equity. In short, this right allows the shareholder to buy additional equity at the price offered to other shareholders or third parties. Typically, this right will not apply with equity compensation grants to employees or an underwritten public offering. This right may or may not be granted in situations where the shareholder has the right to veto the board’s ability to issue new equity.
Emptive Rights. No stockholder of this Corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this Corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, and, subject to the other provisions of this Certificate of Incorporation, the Board of Directors may issue shares of any class of this Corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class.
Emptive Rights. In the case of issuance of new shares by SNW other than under Section 5.2, JCCP, WAH HING and XXXXXXXX shall have the right to subscribe for such number of shares to maintain their respective ownership percentage in SNW.
Emptive Rights. The Supporting Senior Noteholders shall be entitled to pre-emptive rights Warrants to Existing Shareholders • Upon Closing, existing shareholders as of a record date immediately prior to Closing will be issued new warrants to acquire SVS equal to 16.5% of the Outstanding Shares on a pro-forma and fully-diluted basis (including the New Shares (as defined below)), and assuming such new warrants are fully exercised (the “New Warrants”). • The New Warrants will be exercisable for cash at an exercise price equal to a 40% premium to the ten-day VWAP of the Company’s SVS as of the signing of the Support Agreement, and will expire on the day that is two (2) years after Closing. Cash proceeds from the exercise of the New Warrants will be used to make an offer to pay down the New 1L Secured Notes at par, and, thereafter, any unused amounts may be used for general corporate purposes.1
Emptive Rights. The Company shall not issue, sell or ------------------ exchange, or agree to issue, sell or exchange (collectively, "Issue," and any ----- issuance, sale or exchange resulting therefrom, an "Issuance") any shares of -------- Stock, except as authorized by the Board and in accordance with the following procedures:
8.1. Pre-emptive Rights. ------------------ The Company shall deliver to each Major Shareholder (other than any Major Shareholders that are not "accredited investors" as defined in Section 501 of Regulation D under the Securities Act) a written notice (a "Pre-emptive ----------- Notice") that shall (i) state the Company's intention to Issue Stock to one or ------ more Persons, the amount and type of Stock to be Issued (the "Issuance Stock"), -------------- the purchase price therefor and a summary of the other material terms of the proposed Issuance and (ii) offer (the "Pre-emptive Offer") each Major ----------------- Shareholder the option to acquire only that portion of the Issuance Stock as is set forth in Section 8.2. The Pre-emptive Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Pre-emptive Offer is accepted during such periods, until the consummation of the Issuance contemplated by the Pre-emptive Offer).
