Equity Purchase Rights. So long as the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock, the members of the Travelport Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions of, such Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travel...
Equity Purchase Rights. Until the Trigger Date, ---------------------- NWC shall have the equity purchase rights set forth in this Section 5.1 (the "Equity Purchase Rights"); provided, however, that NWC shall not be -------- ------- entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed or traded, if any, prohibits or limits the granting by NFS of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the Nationwide Affiliated Group (other than Equity Purchase Shares (i) the issuance of which was consented to by Nationwide pursuant to Section 3.1 hereof, unless such consent specifically references and is conditioned on the exercise by Nationwide of Equity Purchase Rights, (ii) if NFS then has outstanding Public Company Stock, issued under dividend reinvestment plans that offer Voting Stock to security holders at a discount from Average Market Price no greater than is then customary for public corporations, (iii) issued pursuant to the Transactions, or (iv) issued in mergers, acquisitions and exchange offers), NFS shall notify NWC in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and terms and conditions of, such Equity Purchase Shares) and shall offer to sell to NWC (which offer may be assigned by NWC to another member of the Nationwide Affiliated Group) at the purchase price (net of underwriting discounts or commissions, if any), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to Persons other than to NWC (or such assignee) is known to NFS, NFS shall notify NWC (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for NWC (or such assignee) to obtain any required regulatory consents or approvals), NFS shall sell to NWC (or such assignee) an amount of Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the product of (x) the quotient of (1) the aggregate number of shares of Voting Stock owned by the members of the Nationwide Affiliated Group immediately p...
Equity Purchase Rights. (a) The Company hereby grants to each Stockholder (and such Stockholder’s Affiliates that are Transferred Equity Securities) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof.
Equity Purchase Rights. Executive shall have the right to purchase his Pro Rata Portion (as defined in the Stockholders Agreement) of Equity Purchase Shares (as defined in the Stockholders’ Agreement) under Sections 4.1(a) and (b) of the Stockholders’ Agreement. Any Equity Purchase Shares purchased by Executive shall be governed by the terms and conditions of the Equity Documents.
Equity Purchase Rights. (a) If the Company proposes to issue or sell any Voting Shares pursuant to a transaction in respect of which SPE or USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) (any such Stockholder, an "Offeree"), each Offeree shall have the right, exercisable in whole or in part and subject to the applicable rules of any stock exchange on which the Common Stock shall then be listed, to acquire from the Company up to a number of shares or other amount of Voting Shares equal to the number or amount of Voting Shares proposed to be issued or sold to Persons other than such Offeree or any of its Affiliates (the "Issuance Shares") multiplied by such Offeree's then Applicable Percentage, prior to giving effect to the consummation of the proposed issuance or sale and any acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to each Offeree, the number or amount of Voting Shares which such Offeree may purchase pursuant to this Section 7.1(a) shall be referred to as such Offeree's "Offered Shares"). Notwithstanding anything to the contrary contained in this Section 7.1(a), in the event that SPE and its Permitted Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's Offered Shares will be allocated between Non-Voting Common Stock and Common Stock in the same proportion.
Equity Purchase Rights. 26 SECTION 4.1. Equity Purchase Rights........................................................ 26
Equity Purchase Rights. (a) As soon as practicable after determining to issue any shares of Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than AIG or its Subsidiaries (a “Purchase Right Transaction”), Corebridge shall, in writing, offer, subject to consummation of the Purchase Right Transaction, to sell to AIG (which offer may be assigned by AIG to a Subsidiary of AIG) the Purchase Right Share Amount at the Purchase Right Share Price. Corebridge shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms of discount and / or premium to the trading price of Common Stock at the time Corebridge enters into a binding agreement to issue Purchase Right shares or consummates the Purchase Right Transaction) within which Corebridge reasonably expects to sell Purchase Right Shares in the Purchase Right Transaction.
Equity Purchase Rights. (a) As soon as practicable after determining to issue any shares of Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than ING Group or its Subsidiaries (a “Purchase Right Transaction”), the Company shall, in writing, offer, subject to consummation of the Purchase Right Transaction, to sell to ING Group (which offer may be assigned by ING Group to a Subsidiary of ING Group) the Purchase Right Share Amount at the Purchase Right Share Price. The Company shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms of discount and / or premium to the trading price of Common Stock at the time the Company enters into a binding agreement to issue Purchase Right shares or consummates the Purchase Right Transaction) within which the Company reasonably expects to sell Purchase Right Shares in the Purchase Right Transaction.
Equity Purchase Rights. (a) The Company hereby grants to Tengram, so long as Tengram is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (the “Preemptive Stockholder”) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time after the Closing, propose to sell or issue for cash. The number or amount of New Securities which the Preemptive Stockholder may purchase pursuant to this Section 2.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 2.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. The Preemptive Stockholder may assign its rights to make such purchase to any other member of its Stockholder Group.
Equity Purchase Rights. (a) Until the Second Trigger Date the members of the Liberty Mutual Affiliated Group shall have the equity purchase rights set forth in this Section 7.1 (the “Equity Purchase Rights”); provided that the members of the Liberty Mutual Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by Agency Markets of such Equity Purchase Rights; provided, further, that if any such prohibition or limitation exists, Agency Markets will use its best efforts (including by seeking to obtain any required stockholder approval of any issuance of Common Stock pursuant to such Equity Purchase rights) to render such prohibition or limitation inapplicable to the issuance of Common Stock pursuant to such Equity Purchase Rights.
