Grant of Preemptive Right. If the Company shall propose the issuance of any equity securities, options therefor or securities convertible or exercisable for equity securities (each an “Equity Security” and together, “Equity Securities”), each Investor shall be entitled to purchase the Pro-rata Portion (as defined below) of such Equity Securities to be issued; provided, however, that this contractual preemptive right shall not apply to issuances of Equity Securities: (a) that are made pursuant to the Purchase Agreement; (b) upon conversion of any shares of Preferred Stock; (c) to officers, directors or employees of, or consultants or other service providers to, the Company as compensation for services, directly or pursuant to a stock option plan or an agreement approved by the Board of Directors (including the approval or consent of at least three of the Preferred Directors then in office); (d) to banks, savings and loan associations, equipment lessors or other similar lending institutions in connection with such entities providing working capital credit facilities or equipment financing to the Company pursuant to a plan or arrangement approved by the Board of Directors (including at least three of the Preferred Directors then in office); (e) pursuant to a transaction for which adjustments of the Conversion Price (as defined in the Certificate of Incorporation) are made pursuant to Subsection 4(d)(iii) of the Certificate of Incorporation; (f) as a dividend or distribution on Common Stock or Preferred Stock, or to all stockholders of the Company generally, and as a result of which appropriate adjustment is made to the respective Conversion Prices (as defined in the Certificate of Incorporation) of each series of Preferred Stock; (g) pursuant to bona fide business or technology acquisitions (or licenses) of or by the Corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock reorganization or otherwise, that is approved by the Board of Directors (including the approval or consent of at least three Preferred Directors then in office; (i) in, or after, a Qualified Public Offering; (h) pursuant to or in connection with technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors (including at least three of the Preferred Directors then in office); (j) for a charitable purpose, provided that such grant has been approved by the Board of Directors (including the approval or consent of at...
Grant of Preemptive Right. Subject to the terms and conditions contained in this Section 7, the Company hereby grants to (i) each Person holding Series A Preferred Stock representing 5% or more of the Total Voting Power and (ii) the Investor, for so long as the Investor Beneficially Owns 5% or more of the Total Voting Power (each, an “Eligible Holder”), a preemptive right to purchase such Eligible Holder’s Pro Rata Amount of any New Securities which the Company may, from time to time, propose to issue and sell.
Grant of Preemptive Right. The Company hereby grants to Holding, on the terms and conditions set forth herein, a continuing right (the "Preemptive Right") to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow Thiokol and its Subsidiaries (other than the Company and its Subsidiaries) (collectively, the "Thiokol Entities") to maintain the then- current Ownership Percentage (as defined below). The Preemptive Right shall be assignable, in whole or in part and from time to time, by Holding to any Thiokol Entity. The exercise price for the shares of Common Stock purchased pursuant to the Preemptive Right shall be the volume-weighted average of the prices per share of Common Stock for all trades reported on the New York Stock Exchange, Inc. ("NYSE") during the 20 consecutive trading days ending immediately prior to the date of first delivery of notice of exercise of the Preemptive Right by Holding (or its permitted transferee) to the Company, or, in the case of any public offering of Common Stock for cash, a price per share equal to the net proceeds per share to the Company from such offering. Consecutive trading days shall include such dates that shares of Common Stock do not trade on a New York Stock Exchange regularly scheduled trading day. For purposes of this Agreement, "
Grant of Preemptive Right. Subject to Clause 7.6, the Company hereby grants each of the Shareholders (each a “Preemptive Rights Holder”) the right (“Preemptive Right”) to subscribe up to such holder’s Preemptive Pro Rata Portion of additional Equity Securities of the Company that the Company may, from time to time, propose to issue to any Person (a “New Issuance” and any such Shares or Equity Securities of the Company, “New Securities”) (and any Oversubscription, as provided below), in accordance with the terms, conditions and procedures set forth in Clause 7.6.
Grant of Preemptive Right. The Company hereby grants to Pharmacia, on the terms and conditions set forth herein, a continuing right, exercisable by Pharmacia, in whole or in part, at any time and from time to time (the "Preemptive Right") to purchase from the Company, at the times set forth herein, such number of shares of Common Stock as is necessary to allow the Pharmacia Entities (as defined in Section 7.3 below) to own in the aggregate no less than 80.1% of the Company's outstanding equity and voting power on a Fully Diluted Basis. The Preemptive Right shall be assignable, in whole or in part and from time to time, by Pharmacia to any Pharmacia Entity. The exercise price for the shares of Common Stock purchased pursuant to the Preemptive Right shall be the volume-weighted average of the prices per share of Common Stock for all trades reported on the New York Stock Exchange, Inc. (the "NYSE") during the 20 consecutive trading days ending on (and including) the trading day immediately prior to the date of delivery of the related notice of exercise of the Preemptive Right by Pharmacia (or its permitted assignee) to the Company, as reported by Bloomberg Financial Markets (or such other source as the parties shall agree in writing), or in the case of any public offering of Common Stock for cash, a price per share equal to the initial public offering price per share in such offering, less underwriting discounts and commissions per share. Consecutive trading days shall mean all regularly scheduled NYSE trading days, whether or not shares of Common Stock actually trade on such day.
Grant of Preemptive Right. In the event of a Qualified Financing (as defined below), the Investor shall, if necessary to complete such financing, purchase at least $1,000,000 of the securities issued in the Qualified Financing and shall have the right, but not the obligation, to purchase up to an aggregate of 25% of the securities issued in such Qualified Financing. For purposes of this Section, a “
Grant of Preemptive Right. Subject to Section 6.6, if the Company authorizes the issuance or sale of any Shares or securities convertible into or exercisable for Shares to any Onex Investor or Affiliate of an Onex Investor (other than the Company or any subsidiary of the Company) (together, the "PARTICIPATION SECURITIES"), the Company shall, on the terms and conditions of this Article 6, offer to each of the Other Investors who own Shares of the same type as the Participation Securities (or the securities into which the Participation Securities are convertible or for which they are exercisable) the right to purchase or subscribe for up to an aggregate number of Participation Securities equal to the product of (i) the total number of Participation Securities to be issued or sold by the Company and (ii) a fraction, the numerator of which is the aggregate number of Shares of the same type as the Participation Securities held by such Other Investor, and the denominator of which is the aggregate number of Shares of the same type as the Participation Securities outstanding, in each case, determined as of the date of the Preemptive Notice. For the purpose of this Article 6, "STOCKHOLDER PARTICIPATION SECURITIES" means, with respect to any Other Investor in connection with any proposed issuance or sale of Participation Securities, that number of Participation Securities as to which such Other Investor is entitled to exercise preemptive rights hereunder, calculated under the immediately preceding sentence. However, the Company may elect not to extend preemptive rights to any Other Investor that is not an "accredited investor" within the meaning of Regulation D under the Securities Act or whose participation in the offering would, in the reasonable judgment of the Company, require registration or qualification under any federal, state or foreign securities law and if it does so the Persons so excluded shall not be Other Investors for any purpose under this Article 6.
Grant of Preemptive Right. Subject to Section 6.6, if the Company authorizes the issuance or sale of any Shares or securities convertible into or exercisable for Shares (together, the "PARTICIPATION SECURITIES") to any Onex Investor or Affiliate of Onex Investor (other than the Company or any subsidiary of the Company), the Company shall, on the terms and conditions of this Article 6, offer to each of the Other Investors the right to purchase or subscribe for up to an aggregate number of Participation Securities equal to the product obtained by multiplying (i) the total number of Participation Securities to be issued or sold by the Company, by (ii) a fraction, the numerator of which is the aggregate number of Shares held by such Other Investor, and the denominator of which is the aggregate number of Shares outstanding, in each case, determined as of the date of the Preemptive Notice. For the purpose of this Article 6, "STOCKHOLDER PARTICIPATION SECURITIES" means, with respect to any Other Investor in connection with any proposed issuance or sale of Participation Securities, that number of Participation Securities as to which such Other Investor is entitled to exercise preemptive rights hereunder, calculated under the immediately preceding sentence. However, the Company may elect not to extend preemptive rights to any Other Investor that is not an "accredited investor" within the meaning of Regulation D under the Securities Act or whose participation in the offering would, in the reasonable judgment of the Company, require registration or qualification under any federal, state or foreign securities law and if it does so the Persons so excluded shall not be an "Other Investor" for any purpose under this Article 6.
Grant of Preemptive Right. Subject to Section 6.6, if the Company, EmCare or AMR authorizes the issuance or sale of (a) any Units, (b) shares of common stock, no par value per Share, of EmCare ("EMCARE SHARES"), (c) shares of common stock, $0.01 par value per share, of AMR ("AMR SHARES" and together with EmCare Shares, "SUBSIDIARY SHARES") or (d) securities convertible into or exercisable for Units or Subsidiary Shares (together the "UNITS EQUIVALENTS" and collectively with Units and Subsidiary Shares, the "PARTICIPATION SECURITIES") to any Onex Investor or Affiliate of an Onex Investor (other than the Company or any subsidiary of the Company), the Company, EmCare or AMR (as the case may be, the "PARTICIPATION SECURITIES OFFEROR") shall, on the terms and conditions of this Article 6, offer to each of the Other Investors the right to purchase or subscribe for up to an aggregate number of Participation Securities equal to the product of (i) the total number of Participation Securities to be issued or sold by the Participation Securities Offeror and (ii) a fraction, the numerator of which is the aggregate number of Units held by such Other Investor, and the denominator of which is the aggregate number of Units outstanding, in each case, determined as of the date of the Preemptive Notice. For the purpose of this Article 6, "EQUITYHOLDER PARTICIPATION SECURITIES" means, with respect to any Other Investor in connection with any proposed issuance or sale of Participation Securities by the Participation Securities Offeror, that number of Participation Securities as to which such Other Investor is entitled to exercise preemptive rights hereunder, calculated under the immediately preceding sentence. However, the Participation Securities Offeror may elect not to extend preemptive rights to any Other Investor that is not an "accredited investor" within the meaning of Regulation D under the Securities Act or whose participation in the offering would, in the reasonable judgment of the Participation Securities Offeror, require registration or qualification under any federal, state or foreign securities law and if it does so the Persons so excluded shall not be Other Investors for any purpose under this Article 6.
Grant of Preemptive Right. In the event of a Qualified Financing (as defined below), the Investor shall, if necessary to complete such financing, purchase at least $1,000,000 of the securities issued in the Qualified Financing and shall have the right, but not the obligation, to purchase up to an aggregate of 25% of the securities issued in such Qualified Financing. For purposes of this Section, a “Qualified Financing” is a transaction or series of related transactions after the date of this Agreement in which the Company issues and sells equity or debt securities in exchange for aggregate gross proceeds of an amount equal to or greater than the aggregate amount outstanding (including principal and interest owing) under the Bridge Notes and Cap Notes, as amended from time to time (excluding amounts received upon conversion of indebtedness).
