Exceptions From Preemptive Rights Clause Samples
The "Exceptions From Preemptive Rights" clause defines specific circumstances under which existing shareholders do not have the right to purchase additional shares before they are offered to outside parties. Typically, this clause lists certain types of share issuances—such as shares issued as employee stock options, shares issued in mergers or acquisitions, or shares issued to strategic partners—that are exempt from the usual preemptive rights protections. By outlining these exceptions, the clause ensures that the company retains flexibility to issue new shares for strategic purposes without being constrained by the need to offer them first to current shareholders, thereby facilitating business growth and operational efficiency.
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Exceptions From Preemptive Rights. The preemptive rights of Grupo VM in Section 4.01 shall not apply to any issue by Holdco of Shares: (a) pursuant to any share split, share dividend or similar corporate action, (b) pursuant to a firm-commitment underwritten public offering of Shares for cash, with the number of Shares issued in any 12-month period pursuant to such offering not to exceed 10% of the Shares issued and outstanding immediately prior to such 12-month period, (c) in connection with the acquisition of any Person or the purchase of the assets or properties of any Person to the extent such Shares are not issued for cash consideration, (d) in connection with the bona fide sale by Holdco or any Holdco Subsidiary of all or substantially all of the equity securities of one or more Holdco Subsidiaries or (e) pursuant to an employee share plan, incentive plan, restricted share plan or other similar benefit plan, program or agreement approved by the Board of Directors.
Exceptions From Preemptive Rights. Notwithstanding anything to the contrary in this Section 7, neither the Investor nor the Common Stockholders shall have any preemptive right to purchase any shares of any class of the Company's capital stock or any options or convertible securities (i) issuable upon conversion of any Preferred Shares; (ii) issuable upon conversion of convertible securities or the exercise of options if the Investor and the Common Stockholders were offered the opportunity to purchase such convertible securities or options pursuant to this Section 7 or as to which such Investor and Common Stockholder was not given Such opportunity by reason of the application of clause (iii) of this sentence; (iii) issued in any transaction with respect to which holders of sixty percent (60%) of the outstanding Shares have waived in writing their preemptive rights granted hereunder; (iv) issued to directors, officers or employees of, or consultant to, the company or any of its subsidiaries; provided, however issuances under this Section 7.2(iv) shall not exceed 350,000 shares of Common Stock (as adjusted to reflect any stock split, combination1 reclassification, or similar event); (v) issued in connection with any option, right or warrant to purchase capital stock of the Company granted on or before the date of this Agreement or (vi) issued to the public pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act.