Issuance of New Securities. The Company hereby grants to each Class A Member (each, a “Pre-emptive Member”) the right to purchase its Pro Rata Portion of any New Securities that the Company or any Company Subsidiary may from time to time propose to issue or sell to any party between the date hereof and the consummation of a Qualified Public Offering. The Company shall ensure that the Company Subsidiaries comply with the provisions of this Article IX.
Issuance of New Securities. (a) Subject to Section 6.3 below, for so long as the TW Investors and their Affiliates beneficially own, directly or indirectly, at least 25% of the TW Shares (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization and whether such TW Shares are in the form of Class A Common Shares or Class B Common Shares), the Company shall not, without the consent of TW (which consent shall not be subject to the TW Voting Agreement) (except in connection with the transactions contemplated by the TW Subscription Agreement), (i) propose or authorize an increase (via stock split, recapitalization, reclassification or otherwise) in the number of Class B Common Shares authorized by the Company’s governing documents as in existence on the Effective Date, (ii) issue any Class B Common Shares, (iii) issue any preferred stock (or any other securities) with general or specific voting rights superior to those of the Class A Common Shares or (iv) issue, or authorize the issuance of, by the Company or any of its subsidiaries, of any securities exercisable for or convertible or exchangeable into (A) Class B Common Shares or (B) any preferred stock of the Company (or any other securities of the Company) with general or specific voting power superior to those of the Class A Common Shares; provided, that the Company may issue options to purchase Class B Common Shares to RSL Savannah or any RSL Permitted Transferee (including Xxxxxx X. Xxxxxx) in connection with Xxxxxx X. Xxxxxx’x compensation for serving on the Board, including (i) any options that have been granted prior to the Effective Date and (ii) after the Effective Date, in an amount not to exceed options to purchase 5,000 Class B Common Shares per year.
(b) Subject to Section 6.3 below, for so long as the RSL Investors and their Affiliates beneficially own, directly or indirectly, at least 25% of the Equity Securities (excluding the RSL Excluded Shares, and as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization and whether such Equity Securities are in the form of Class A Common Shares or Class B Common Shares) held by them at the Closing Date, the Company shall not, without the consent of RSL Savannah (except in connection with the transactions contemplated by the TW Subscription Agreement), (i) propose or authorize an increase (via stock split, recapitalization, reclassification or otherwise) in the number ...
Issuance of New Securities. Subject to Section 3.5, in the event the Investors timely deliver a Purchase Notice, then the issuance or Transfer of New Securities set forth in the Purchase Notice delivered by the Investors shall take place no later than 60 days after the date of the Offer Notice and, except as otherwise agreed in writing between the Company and the Investors, concurrent with the issuance of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased by the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article III.
Issuance of New Securities. (a) If any mutilated Security is surrendered to the Issuer, the Issuer shall execute and deliver in exchange therefor a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.
(b) If there is delivered to the Issuer (a) evidence to its reasonable satisfaction of the destruction, loss or theft of any Security and (b) such reasonable security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Issuer that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.
(c) Upon the issuance of any new Security under this Section 13, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.
(d) Any new Security delivered pursuant to this Section 13 shall be so dated that neither gain nor loss in interest shall result from such exchange.
(e) The provisions of this Section 13 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Issuance of New Securities. The Company hereby grants to each holder of Preferred Units or Common Units (each, a “Pre-emptive Member”) the right to purchase its Applicable Pro Rata Portion of any New Securities that the Company may from time to time propose to issue or sell to any party.
Issuance of New Securities. III.8.1. Subject to Section 3.8.2 and to the availability of authorized but unissued Units, the Board may from time to time authorize and cause the Company to issue additional Units, options or warrants to purchase Interests, or any combination of the foregoing, consisting either of the Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such terms and conditions and in exchange for such cash or other lawful consideration as it may determine; provided, however, no Member shall have any obligation to contribute additional capital to the Company. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. Any such New Securities shall be subject to the pre-emptive rights set forth in Article VII of this Agreement. Notwithstanding any terms or provisions to the contrary, the following shall not be “New Securities” and shall not be subject to the terms of this Section 3.8.1:
(a) Units issued to XXXX pursuant to Section 7.3 of this Agreement, which shall be issued as provided in Section 7.3 and without regard to the provisions of this Section 3.8.1; and
(b) Profits Interest Units issued pursuant to Section 3.9 of this Agreement, which shall be issued as provided in Section 3.9 and without regard to the provisions of this Section 3.8.1.
XXX.0.0. Xx Company Unit shall be issued after the date hereof (other than pursuant to Section 3.9 or Section 7.3) unless either (i) all of the following conditions are met, or (ii) all of the Members consent to such issuance: The newly issued Unit shall be either (i) of the same class of Unit as those Units issued and outstanding as of the date hereof, other than Profit Interest Units, if any (“Common Units”), or (ii) Units entitled to a specified rate of return on contributed capital, and convertible into Common Units (“Convertible Preferred Units”); Upon the issuance of a Convertible Preferred Unit or a Common Unit (whether pursuant to conversion of a Convertible Preferred Unit or otherwise), the Adjusted Fair Market Value of the Company property shall be adjusted pursuant to Section 2.02(a) of the Appendix; and Immediately prior to the issuance of the Unit, the Company shall issue to XXXX, as royalties under the license between the Company and XXXX, any additional Units required to be issued pursuant to Section 7.3. The example contained in Appendix D hereto illustrates ...
Issuance of New Securities. Until the completion of a Qualified Public Offering, the Investor Group shall have the right to purchase, pro rata, all (or any part) of any New Securities (as defined in this Section 3.9) which the Company may, from time to time, sell or issue. The pro rata share of the Investor Group shall be determined by multiplying the number of shares of New Securities to be issued or sold by the Company by a fraction, the numerator of which is the number of Conversion Shares beneficially owned by all the Investors and the denominator of which is the sum of (i) the number of shares of Common Stock (including Issued Conversion Shares) then outstanding plus (ii) the number of shares of Common Stock issuable upon the conversion or exchange of all securities convertible into or exchangeable for shares of Common Stock (including Series B Preferred Stock) and upon the exercise of all options, rights or warrants to purchase shares of Common Stock then outstanding (the "Pro Rata Amount"). The pro rata share of each Investor shall be equal to the Proportionate Share of the Pro Rata Amount as determined in Section 3.5.3 (as if the Pro Rata Amount were the Investor First Refusal Shares) at the time of sale or issuance. Each Investor shall have a right of over-allotment such that if any Investor fails to exercise its right hereunder to purchase its pro rata portion of the Pro Rata Amount of New Securities, the other Investors may purchase the non-purchasing Investor's portion on a pro rata basis in the same manner as provided in Section 3.5.3 (as if the Pro Rata Amount were the Investor First Refusal Shares) within seven (7) days from the date such non-purchasing Investor fails to exercise its right to purchase its pro rata share of the Pro Rata Amount of New Securities.
Issuance of New Securities. If at any time after the date of this Agreement the Company or any of its Subsidiaries proposes to issue or sell any New Securities, the Company shall, and in the case of a proposed issuance of securities of a Subsidiary, the Company will cause such Subsidiary to, first offer to sell to the holders of Vestar Securities such New Securities. The holders of Vestar Securities shall be entitled to purchase all or any portion of such New Securities. The provisions of Section 6.1 shall apply if Vestar elects to purchase any of such New Securities.
Issuance of New Securities. The Company hereby grants to Sibelco a separate right to purchase its Pre-emptive Pro Rata Portion of any New Securities that the Company may from time to time propose to issue or sell to any Person, excluding any New Securities issued in connection with:
(i) a grant to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement;
(ii) any acquisition by the Company of the stock, assets, properties or business of any Person;
(iii) a stock split, stock dividend or any similar recapitalization; or
(iv) any issuance of warrants or other similar rights to purchase Common Stock to lenders or other institutional investors in any arm’s length transaction providing debt financing to the Company or any of its Subsidiaries approved by the Board.
Issuance of New Securities. The Company hereby grants to the Controlling Stockholder, and each Management Stockholder holding shares of Common Stock (the Controlling Stockholder and each such Management Stockholder, a “Pre-emptive Stockholder”) a separate right to purchase its Pre-emptive Pro Rata Portion (subject to its over-allotment option in Section 3.01(d) below) of any New Securities that the Company may from time to time propose to issue or sell to any party; provided, that the provisions of this Section 3.01 shall not apply to any Excluded Issuance.
