Exercise of Preemptive Rights. (a) Each Preferred Shareholder shall have the right and option, for a period of fifteen (15) days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its pro rata share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.
Exercise of Preemptive Rights. (a) Not less than 20 Business Days prior to the closing of such offering or capital contribution as described in Section 14.2 (the “Preemptive Rights Period”), the Company shall send a written notice to each Ten Percent Member stating (i) in the case of an equity offering under Section 14.2(a), the number of Membership Interests to be offered (the “Preemptive Rights Interests”), the closing date and the price and terms on which it proposes to offer such Membership Interests, or (ii) in the case of a capital contribution under Section 14.2(b), the closing date and material terms and conditions of the capital contribution transaction.
Exercise of Preemptive Rights. If the Company issues any Equity Securities, it shall give each Eligible Holder written notice of such issuance, describing the Equity Securities and the price and the terms and conditions upon which the Company issued the same and shall provide each Eligible Holder with access to any information regarding such offering and the Company, provided to the purchasers of Equity Securities. Each Eligible Holder shall have 10 Business Days from the giving of such notice to exercise its preemptive right to purchase Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Holder who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.
Exercise of Preemptive Rights. Each time after the date of this Agreement and prior to the time that the Company proposes to offer any New Shares, the Company shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02.
Exercise of Preemptive Rights. Each Shareholder may exercise its preemptive right under this Section 4, in whole or in part, by giving written notice of its election to participate in the offering within twenty (20) days after receipt of the Notice of Issuance. If a Shareholder fails fully to exercise such preemptive right within such twenty (20) day period, KCI shall have sixty (60) days in which the sell the capital stock described in the Notice of Issuance that the Shareholder did not agree to purchase. In the event that KCI does not sell such capital stock within such sixty (60) day period, KCI thereafter will not issue or sell such capital stock without again complying with this Section 4.
Exercise of Preemptive Rights. The Investors may irrevocably elect to purchase New Securities on the terms set forth in the Offer Notice by delivering a written notice to the Company within 15 days after receipt of the Offer Notice (or such longer period as the Company may specify therein) setting forth the amount of New Securities that the Investors desire to purchase (a “Purchase Notice”).
Exercise of Preemptive Rights. The Preemptive Investors shall have thirty (30) days from their receipt of such Initial Notice to agree to purchase in the aggregate all, or any portion thereof, of the Equity Securities being offered. Each Preemptive Investor shall have the right to purchase such Preemptive Investor’s pro rata share, based on the ratio of (i) the number shares of Equity Securities held by such Preemptive Investor, to (ii) the total number of shares of Equity Securities held by all of the Preemptive Investors (the “Preemptive Pro Rata Share”). If a Preemptive Investor (the “Electing Investor”) elects to purchase its full Preemptive Pro Rata Share, then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor (the “Non-electing Investor”) fails to purchase its Preemptive Pro Rata Share, such Electing Investor may purchase, on a pro rata basis with other Electing Investors, the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. If requested by the Company, such notice shall be accompanied by a representation letter certifying that such Preemptive Investor is a Qualified Investor.
Exercise of Preemptive Rights. Each Suiza Member, each Xxxx Member and each other holder of Series B Convertible Preferred Units will have 30 days from the date of receipt of the New Units Notice and any information delivered by or on behalf of the Company to any proposed purchasers or as it may reasonably request to facilitate their investment decision, to agree to purchase up to its Pro Rata Share of the new Units or, with respect to holders of Series B Convertible Preferred Units, Preferred Units for the price and upon the other terms specified in the New Units Notice. Each Suiza Member, each Xxxx Member and each holder of Series B Convertible Preferred Units will provide written notice to the Company stating the quantity of such new Units or, with respect to holders of Series B Convertible Preferred Units, Preferred Units that it agrees to purchase. The sale of the new Units or Preferred Units will occur in accordance with the terms on which the new Units or Preferred Units will otherwise be sold.
Exercise of Preemptive Rights. If the Company issues any Equity Securities, it shall give each Investor written notice of such issuance, describing the Equity Securities and the price and the terms and conditions upon which the Company issued the same and shall provide each Investor with access to any information regarding such offering and the Company, provided to the purchasers of Equity Securities. Each Investor shall have 45 days from the giving of such notice to exercise its preemptive right to purchase Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.
Exercise of Preemptive Rights. In order to exercise its purchase rights hereunder, Molex must within ten business days after receipt of written notice from Shelxxxx xxxcribing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment
