Emptive Rights Sample Clauses
A preemptive rights clause grants existing shareholders the first opportunity to purchase additional shares in the company before those shares are offered to outside investors. In practice, when the company issues new shares, current shareholders can buy a proportional amount to maintain their ownership percentage. This clause helps prevent dilution of existing shareholders' equity and ensures they retain influence over company decisions.
Emptive Rights. The Company shall, prior to any issuance by the Company of any of its securities (other than debt securities with no equity feature and shares issued pursuant to the Series G Purchase Agreement of even date hereof), offer to each holder of Preferred Stock and to the Founder (so long as he owns any Shares) by written notice the right, for a period of fifteen (15) days, to purchase its or his pro-rata share (determined on a fully diluted and as converted basis, based on the number of shares of Stock into which the shares of Preferred Stock held by any holder could be converted on the date of such notices, and assuming the conversion of all Preferred Stock into Common Stock and the exercise of all options and warrants as of the date of any such notice) of such securities proposed to be issued (the "Offered Securities") for cash at an amount equal to the price or other consideration for which such Offered Securities are to be issued; provided, however, that the pre-emptive rights pursuant to this Section 12 shall not apply to securities issued, (A) upon conversion of any of the Preferred Stock into Common Stock, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) in connection with any merger or consolidation of the Company with another corporation or other entity or as consideration for the acquisition (whether by the Company or any of its subsidiaries of the stock or assets of any other entity), (D) pursuant to a Qualified Public Offering, (E) pursuant to the issuance of shares of Common Stock or the exercise of options, warrants or similar securities to purchase Common Stock, presently outstanding or hereafter issued or granted pursuant to the Company's 1996 Incentive Stock Plan, as amended from time to time or pursuant to any similar plan approved by the Board of Directors for the purpose of using equity securities to provide incentives to persons or entities whom the Board of Directors determines can help the Corporation achieve its objective, not to exceed in the aggregate 7,200,000 shares and the issuance of, or grant of options or warrants to purchase up to 300,000 shares of Common Stock pursuant to routine equipment financing transactions (each as appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock), in each case,...
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. 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. Except as otherwise provided in accordance with the Certificate of Incorporation of the corporation, the pre-emptive right is denied.
Emptive Rights. If, at any time after the First Closing Date, Entree offers to sell for cash, by way of a private placement or a public offering, any Common Shares or any securities convertible into or exchangeable for Common Shares (for greater certainty, other than (i) incentive stock options or Common Shares issued on the exercise thereof, (ii) warrants outstanding as at the date hereof to purchase Common Shares, (iii) Common Shares issued on the exercise of any warrants, or (iv) Units to Ivanhoe on the Second Closing Date) ("Cash Offer Securities"), Entree will offer to Kennecott, at least 10 Business Days prior to the issuance of any such Cash Offer Securities, by Notice (the "Offer Notice") the right, for a period of 10 Business Days, to purchase that number of Cash Offer Securities (including a pro rata share of any Cash Offer Securities that are securities convertible into or exchangeable for Common Shares) which would result in Kennecott beneficially owning, in aggregate, the same percentage of outstanding Common Shares after the issuance of the Cash Offer Securities that Kennecott beneficially owned on the date of the Offer Notice. For purposes of this section 2.4, outstanding Common Shares after the issuance of the Cash Offer Securities will be calculated by taking the issued and outstanding Common Shares as at the date of the Offer Notice and adding the Common Shares issued in the sale of the Cash Offer Securities (including those that may be issued to Kennecott pursuant to this section 2.4). Kennecott may purchase the Cash Offer Securities for cash in an amount per Cash Offer Security equal to the price for which the particular Cash Offer Securities are to be issued. The Offer Notice will describe the Cash Offer Securities proposed to be issued and specify the number, price and payment terms. Kennecott may accept Entree's offer as to the full number of Cash Offer Securities offered to it or any lesser number, by Notice thereof given by it to Entree prior to the expiration of the aforesaid 10 Business Day period, in which event Entree will, within 10 Business Days following the closing of the sale of Cash Offer Securities to third parties, sell and Kennecott will buy, upon the terms specified, the number of Cash Offer Securities agreed to be purchased by Kennecott.
Emptive Rights. If the Company proposes to offer any equity securities, securities convertible into equity securities, or options or warrants therefor, the holders of New Preferred Stock shall have the right to purchase their pro rata portion of such securities (based on total ownership) calculated on an as converted (including a deemed as converted) basis. These rights will be consistent with the rights of the holders of the Series C Convertible Preferred Stock and will not apply to issuances: (i) to employees, directors or consultants of the Company pursuant to the Company's stock option plans; (ii) upon the exercise of options, warrants or convertible securities; or (iii) in connection with permitted business acquisitions, mergers or strategic partnerships.
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).
Emptive Rights. Subject to the terms and conditions specified in this Section 5, each of Parent and the Company hereby grants to the Investor a pre-emptive right with respect to future sales by the Company and Parent of its Securities (as hereinafter defined), other than in a transaction registered under the Securities Act, or a merger or other Organic Transaction (as defined in the Company's Certificate of Designations for the Preferred Shares) of the Company or the Parent.
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. In the case of issuance of new shares by SNW other than under Section 5.2, JCCP, WAH HING and ▇▇▇▇▇▇▇▇ shall have the right to subscribe for such number of shares to maintain their respective ownership percentage in SNW.