Grant of Preemptive Rights. If the Company shall, prior to an Initial Public Offering, issue, sell or distribute to any Shareholder any equity securities of the Company, or any option, warrant, or right to acquire, or any security convertible into or exchangeable for, any equity securities of the Company (other than (i) pursuant to an underwritten offering pursuant to an effective registration statement under the Securities Act, (ii) pursuant to a dividend or distribution upon the Common Stock of stock or other equity securities of the Company, (iii) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person or (iv) Warrant Shares) (any equity securities of the Company or options, warrants, rights to acquire or securities convertible into or exchangeable for equity securities of the Company, the issuance of which is not covered by clauses (i) through (iv) above, being “New Securities”), each Shareholder shall be entitled to participate in such issuance, sale or distribution for up to such number of New Securities (such number being such Shareholder’s “Preemptive Allotment”) as is equal to (x) the total number of New Securities proposed to be issued, sold or distributed by the Company multiplied by (y) a fraction, the numerator of which is the number of Common Shares owned by such Shareholder and the denominator of which is the total number of Common Shares outstanding (assuming, for purposes of all calculations of outstanding Common Shares in this clause (y), the exercise of all outstanding Warrants.)
Grant of Preemptive Rights. The Company hereby grants to each Member the right on the terms and conditions set forth in this Article 14 to purchase such Member’s Pro Rata share of any Membership Interests that the Company may, after the date hereof, from time to time, propose to sell and issue for cash consideration.
Grant of Preemptive Rights. The Company hereby grants to each Eligible Stockholder and each Eligible NextNet Stockholder the preemptive rights set forth in this Section 1 with respect to each issuance of Shares, or securities or instruments convertible into or exchangeable or exercisable for any Shares, of any class of capital stock of the Company, other than the Stock that is issued and outstanding as of the date of this Agreement and other than Shares issued or issuable in the following circumstances (collectively, subject to the following exceptions, "New Shares"):
Grant of Preemptive Rights. Subject to the terms and conditions of this Agreement, the Company hereby grants to each Qualified Member the right to purchase such Qualified Member’s Proportionate Percentage (as hereinafter defined) of any Company Equity Securities to be issued in any future Eligible Issuance (as hereinafter defined). For the purposes of this Section 9.4, the following terms shall have the meanings set forth below:
Grant of Preemptive Rights. KCI will not issue or sell any capital stock without first complying with this Section 4. KCI hereby grants to each of the Shareholders the preemptive right to purchase up to that Shareholder's Pro Rata Share (as defined below) of any capital stock that KCI may, from time to time, propose to sell or issue. For purposes of this Section 4, a Shareholder's "Pro Rata Share" shall mean the percentage of all outstanding fully diluted capital stock of KCI owned by that Shareholder from time to time. 4.02
Grant of Preemptive Rights. After the date hereof, the Company will not issue or sell any new Units or Preferred Units without first complying with this Section 7.11; provided, however, that the Company may (i) grant options to management employees of the Company to purchase up to 9.0% of the total Units on a fully diluted basis, taking into account, for the purpose of the denominator only, the Units initially issued and the options rolled over from Franklin, (ii) issue Units pursuant to the exercise of such options, (iii) issue Units pursuant to the options held by certain employees of Franklin that have been converted into options to acquire Units pursuant to the Merger Agreement, (iv) issue Series A Preferred Units pursuant to Section 12.1 and (v) issue Units and/or Series C Preferred Units upon the conversion of outstanding Series A Preferred Units or Series B Convertible Preferred Units pursuant to Section 12.2(f) and
Grant of Preemptive Rights. The Company hereby grants to each Member the right on the terms and conditions set forth in this Article 14 to purchase such Member's PRO RATA share of New Membership Interests that the Company may, after the date hereof, from time to time, propose to sell and issue for cash consideration.
Grant of Preemptive Rights. 15.2 Procedures.
Grant of Preemptive Rights. If the Company proposes to issue any Common Units or Preferred Units or other equity securities of the Company that are convertible into or exchangeable or exercisable for Common Units or Preferred Units or other equity securities of the Company or rights or warrants to subscribe for or purchase any Common Units or Preferred Units or other equity securities of the Company or securities of the Company that are convertible into or exchangeable or exercisable for Common Units or Preferred Units or other equity securities of the Company, the Company shall promptly provide Notice of such issuance to the holders of Common Units and Preferred Units, which Notice shall specify the type and amount of securities to be issued and the consideration (stated as an amount in dollars) to be received by the Company therefor. Each holder of Common Units and Preferred Units shall have the right to purchase a number of such securities equal to the product of (i) the number of securities proposed to be sold and issued and (ii) a fraction, the numerator of which is the number of outstanding Common Units and/or Preferred Units then held by such holder and the denominator of which is the aggregate number of Common Units and Preferred Units outstanding prior to such issuance and sale (assuming the conversion, exercise or exchange of all securities that are convertible into or exercisable or exchangeable for such securities) prior to the issuance of such additional securities.
Grant of Preemptive Rights. Other than as set forth in Section 4.5, if at any time the Company proposes to issue or sell any Units (or options, warrants or other rights to acquire Units) other than Exempted Units (collectively, the “Offered Units”) to any Person after the date hereof (the “Proposed Purchaser”), each Investor Member as of the date hereof that is a signatory to or bound by this Agreement and demonstrates to the Company’s reasonable satisfaction (including by delivering reasonable and customary investor eligibility certificates and documentation supporting the financial or other representations made therein) that it is an Accredited Investor (each, an “Eligible Purchaser”) shall have the right to purchase its Preemptive Right Percentage of the Offered Units for cash subject to the procedures provided below in Section 4.4(b). Class B Members will also be considered Eligible Purchasers for purposes of this Section 4.4. The Board shall, by vote which includes the vote of at least one Management Manager, provide the Class B Members with an opportunity to participate at a reasonable level of participation (determined by such Board vote) in the purchase of the Offered Units, and the Preemptive Right Percentage of the Investor Members shall be adjusted as necessary in connection therewith.
