Equity Purchase Rights. (a) The Company hereby grants to Lightyear, so long as Lightyear continues to hold any shares of Series A Preferred Stock, all or any portion of its rights under the Warrant Agreement or any shares of Common Stock issued pursuant to an exercise of the Warrants, the right to purchase its Pro Rata Portion of all or any part of New Securities which the Company may, from time to time, propose to sell or issue. The amount of New Securities which Lightyear may purchase pursuant to this Section 5.1(a) shall be referred to as the "Equity Purchase Shares". The equity purchase right provided in this Section 5.1(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. (b) The Company shall give written notice of a proposed issuance or sale described in Section 5.1(a) to Lightyear within two Business Days following any meeting of the Board at which any such issuance or sale is approved. Such notice (the "Issuance Notice") shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be received by Lightyear at least 20 days prior to the proposed issuance or sale or as soon as thereafter as practicable. (c) At any time during the 20-day period following the receipt of an Issuance Notice, Lightyear shall have the right to irrevocably elect to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the amount in cash equal to the Fair Market Value of such other property) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company; provided, however, that in the case of New Securities which are shares of Common Stock issued upon the exercise of employee stock options outstanding as of the date hereof which have an exercise price less than $1.25 per share, the purchase price per share for such shares shall be $1.25 per share. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by Lightyear may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and Lightyear shall use their respective reasonable best efforts to obtain such approvals. (d) If Lightyear does not elect pursuant to Section 5.1(c) to purchase any of the Equity Purchase Shares, the Company shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice; provided, that (x) such issuance or sale is closed within 90 days after the expiration of the 20-day period described in Section 5.1(c) and (y) the price at which the New Securities are transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals.
Appears in 1 contract
Equity Purchase Rights. (a) The Company hereby grants to Lightyear, so long as Lightyear continues to hold any shares of Series A Preferred Stock, all or any portion of its rights under the Warrant Agreement or any shares of Common Stock issued pursuant to an exercise each member of the WarrantsInvestor Stockholder Group, and each member of the right Dedman Stockholder Group the xxxxx to purchase its Pro Rata Portion its, his or her pro rata portion of all or any part of New Securities which the Company may, from time to time, propose to sell or issue. A pro rata portion, for purposes of this Agreement, is the ratio of the number of shares of Common Stock beneficially owned by each such Stockholder immediately prior to any purchase to the total number of shares of Common Stock of the Company issued and outstanding at such time on a Fully Diluted Basis. The number or amount of New Securities which Lightyear may purchase the members of the Investor Stockholder Group and the Dedman Stockholder Group max xxxxhase pursuant to this Section 5.1(a3.1(a) shall be referred to as the "Equity Purchase Shares". The equity purchase right provided in this Section 5.1(a3.1(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.
(b) The Company shall give written notice of a proposed issuance or sale described in Section 5.1(a3.1(a) to Lightyear within two the members of the Investor Stockholder Group and the Dedman Stockholder Group withix xxx Business Days following any meeting of the Board at which any such issuance or sale is approved. Such notice (the "Issuance Notice") shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), ) or the proposed manner of disposition, the number or amount and description of the shares proposed to be issued and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be received by Lightyear the members of the Investor Stockholder Group and the Dedman Stockholder Group at least 20 lexxx 00 days prior to the proposed issuance or sale or as soon as thereafter as practicablesale.
(c) At any time during the 20-day period following the receipt of an Issuance Notice, Lightyear such Stockholders shall have the right to irrevocably elect to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the amount equivalent in cash equal to the Fair Market Value of such other propertyprice) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company; provided, however, that in the case of New Securities which are shares of Common Stock issued upon the exercise of employee stock options outstanding as of the date hereof which have an exercise price less than $1.25 per share, the purchase price per share for such shares shall be $1.25 per share. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by Lightyear any member of the Investor Stockholder Group or any member of the Dedman Stockholder Group may be extended bx xxxended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and Lightyear the offeree shall use their respective reasonable best efforts to obtain such approvals.
(d) If Lightyear does not none of the members of the Investor Stockholder Group or the Dedman Stockholder Group elect pursuant xxxxxant to Section 5.1(c3.1(c) to purchase any of the Equity Purchase Shares, the Company shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice; provided, provided that (x) such issuance or sale is closed within 90 days after the expiration of the 20-day period described in Section 5.1(c) and 3.1(c), (y) the price at which the New Securities are transferred must be equal to or higher than the purchase price described in the Issuance NoticeNotice and (z) subject to Section 3.1(e), the amount of securities to be issued or sold by the Company may be reduced. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals.
(e) To the extent that, after the election to acquire Equity Purchase Shares pursuant to the purchase right under this Section 3.1, the number of New Securities shall be reduced (whether at the discretion of the Company or otherwise), then the number of shares or other amount of Equity Purchase Shares that the members of the Investor Stockholder Group and the Dedman Stockholder Group have xxx xxght to acquire under this Section 3.1 shall be reduced pro rata and such Stockholders' elections shall be deemed to have been their respective irrevocable commitments to purchase such reduced number of shares or other amount of such Equity Purchase Shares.
Appears in 1 contract
Equity Purchase Rights. (a) The Company hereby grants to Lightyear, so long as Lightyear continues to hold any shares of Series A Preferred Stock, all or any portion of its rights under the Warrant Agreement or any shares of Common Stock issued pursuant to an exercise of the Warrants, each Stockholder the right to purchase its Pro Rata Portion of all or any part of New Securities which that the Company or any Subsidiary may, from time to time, propose to sell or issue. The number or amount of New Securities which Lightyear the Stockholders may purchase pursuant to this Section 5.1(a4.1(a) shall be referred to as the "“Equity Purchase Shares". .” The equity purchase right provided in this Section 5.1(a4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or convertible'or exchangeable security and not to the conversion, exchange or exercise thereof.
(b) The Company shall give written notice of a proposed issuance or sale described in Section 5.1(a4.1(a) to Lightyear the Stockholders within two five Business Days following any meeting of the Board at which any such issuance or sale is approvedapproved and at least 15 days prior to the proposed issuance or sale. Such notice (the "“Issuance Notice"”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be received by Lightyear at least 20 days prior to the proposed issuance or sale or as soon as thereafter as practicable.
(c) At any time during the 2015-day period following the receipt of an Issuance Notice, Lightyear the Stockholders shall have the right to elect irrevocably elect to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such provided that, in the event any portion of the purchase price includes property other than cashper share to be paid by the proposed purchaser is to be paid in non-cash consideration, the amount in value of any such non-cash equal to consideration per share shall be the Fair Market Value of such other propertythereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company; provided, however, that in the case of New Securities which are shares of Common Stock issued upon the exercise of employee stock options outstanding as of the date hereof which have an exercise price less than $1.25 per share, the purchase price per share for such shares shall be $1.25 per share. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by Lightyear any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and Lightyear the Stockholders shall use their respective reasonable best efforts to obtain such approvals.
(d) If Lightyear does not elect pursuant to Section 5.1(c) Each Stockholder exercising its right to purchase any its respective portion of the Equity Purchase SharesShares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within 10 days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder.
(e) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d) above, the Company shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance NoticeNotice (except that the amount of securities to be issued or sold by the Company may be reduced); provided, provided that (x) such issuance or sale is closed within 90 days after the expiration of the 2010-day period described in Section 5.1(c4.1(d) and (y) the price at which the New Securities are transferred Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company has not sold such New Securities within said 90-day period, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Stockholders in the manner provided in this Section 4.1.
Appears in 1 contract
Equity Purchase Rights. (a) The Company hereby grants to Lightyear, so long as Lightyear continues to hold any shares of Series A Preferred Stock, all or any portion of its rights under the Warrant Agreement or any shares of Common Stock issued pursuant to an exercise of the Warrants, 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 which that the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which Lightyear the Stockholders may purchase pursuant to this Section 5.1(a4.1(a) shall be referred to as the "“Equity Purchase Shares". .” The equity purchase right provided in this Section 5.1(a4.1(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.
(b) The Company shall give written notice of a proposed issuance or sale described in Section 5.1(a4.1(a) to Lightyear the Stockholders within two five (5) Business Days following any meeting of the Board at which any such issuance or sale is approvedapproved and at least fifteen (15) days prior to the proposed issuance or sale. Such notice (the "“Issuance Notice"”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be received by Lightyear at least 20 days prior to the proposed issuance or sale or as soon as thereafter as practicable.
(c) At any time during the 2015-day period following the receipt of an Issuance Notice, Lightyear the Stockholders shall have the right to elect irrevocably elect to purchase up to its Pro Rata Portion of the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such provided that, in the event any portion of the purchase price includes property other than cashper share to be paid by the proposed purchaser is to be paid in non-cash consideration, the amount in value of any such non-cash equal to consideration per share shall be the Fair Market Value of such other propertythereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company; provided, however, that in the case of New Securities which are shares of Common Stock issued upon the exercise of employee stock options outstanding as of the date hereof which have an exercise price less than $1.25 per share, the purchase price per share for such shares shall be $1.25 per share. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by Lightyear any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required governmental approvals and other required approvals and the Company and Lightyear the Stockholders shall use their respective commercially reasonable best efforts to obtain such approvalsapprovals and (ii) permit the Stockholders or their Affiliates to complete their internal capital call process; provided that the extension pursuant to this clause (ii) shall not exceed 30 days.
(d) If Lightyear does not elect pursuant to Section 5.1(c) Each Stockholder exercising its right to purchase any its respective portion of the Equity Purchase SharesShares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Stockholder or Affiliate of any Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within ten (10) days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder.
(e) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d) above, the Company shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance NoticeNotice (except that the amount of securities to be issued or sold by the Company may be reduced); provided, provided that (x) such issuance or sale is closed within 90 ninety (90) days after the expiration of the 2010-day period described in Section 5.1(c4.1(d) and (y) the price at which the New Securities are transferred Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company has not sold such New Securities within said 90-day period, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Stockholders in the manner provided in this Section 4.1.
Appears in 1 contract
Samples: Stockholders Agreement (PanAmSat Satellite HGS 3, Inc.)
