Common use of Exercise of Pre-emptive Rights Clause in Contracts

Exercise of Pre-emptive Rights. (a) In the event that the Corporation or any Subsidiary proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Principal Shareholder (as such term is defined below) written notice of its intention to issue New Securities (the “Pre-Emptive Right Notice”), describing the amount and the type of New Securities and the price and the proposed closing date, upon which the Corporation proposes to issue the New Securities. For the purposes of this Section 4.1, the term “Principal Shareholders” means (i) each Shareholder who is a Shareholder on the date hereof, or any Permitted Transferee of such Shareholder, and (ii) each other Shareholder who, together with its Affiliates, holds not less than five percent (5%) of the Common Shares then outstanding (calculated on an as-if converted to Common Shares basis).

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Francisco Partners GP II Management, LLC), Shareholder Agreement (Matthews Terence H)

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Exercise of Pre-emptive Rights. (a) In the event that the Corporation or any Subsidiary proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Principal Shareholder (as such term is defined below) written notice of its intention to issue New Securities (the “Pre"PRE-Emptive Right Notice”EMPTIVE RIGHT NOTICE"), describing the amount and the type of New Securities and the price and the proposed closing date, upon which the Corporation proposes to issue the New Securities. For the purposes of this Section 4.1, the term “Principal Shareholders” "PRINCIPAL SHAREHOLDERS" means (i) each Shareholder who is a Shareholder on the date hereof, or any Permitted Transferee of such Shareholder, and (ii) hereof together with each other Shareholder who, together with its AffiliatesAffiliates (or in the case of EdgeStone, the other members of the EdgeStone Group), holds not less than five percent (5%) of the Common Shares then outstanding (calculated on an as-if converted to Common Shares basis).

Appears in 2 contracts

Samples: Shareholder Agreement (Power Technology Investment CORP), Shareholder Agreement (EdgeStone Capital Equity Fund II - US GP, L.P.)

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Exercise of Pre-emptive Rights. (a) In the event that the Corporation or any Subsidiary proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Principal Shareholder (as such term is defined below) written notice of its intention to issue New Securities (the "Pre-Emptive Right Notice"), describing the amount and the type of New Securities and the price and the proposed closing date, upon which the Corporation proposes to issue the New Securities. For the purposes of this Section 4.1, the term "Principal Shareholders" means (i) each Shareholder who is a Shareholder on the date hereof, or any Permitted Transferee of such Shareholder, and (ii) hereof together with each other Shareholder who, together with its AffiliatesAffiliates (or in the case of EdgeStone, the other members of the EdgeStone Group), holds not less than five percent (5%) of the Common Shares then outstanding (calculated on an as-if converted to Common Shares basis).

Appears in 1 contract

Samples: Shareholder Agreement (Zarlink Semiconductor Inc)

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