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.
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. (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.
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:
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) The Issuer shall, pursuant to the Registration Rights Agreement, issue New Securities under this Supplemental Indenture, issuable in substantially the form of Exhibit A hereto, having identical terms in all respects as the Securities except that (i) interest on the New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) the New Securities shall not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the New Securities; provided that the Securities and any New Securities issued under this Supplemental Indenture will be treated as a single series for all purposes under the Indenture and this Supplemental Indenture and shall vote together as one class on all matters with respect to the Securities and the New Securities.
Issuance of New Securities. Subject to Section 7.04, if and whenever the Company issues any New Securities, each Investor holding at least 10% of the Originally Issued Shares will have the right, but not the obligation, to purchase such New Securities up to an amount sufficient to permit it to maintain its percentage common equity interest in the Company (based on the Number of Common Shares Outstanding immediately prior to the issuance of the New Securities). The "Number of Common Shares Outstanding" as of any time means the sum of (i) the number of shares of Common Stock which then are actually issued and outstanding, plus (ii) the total number of additional shares of Common Stock which would then be issued and outstanding if it were assumed that all Qualifying Rights, if any, then held by the Investors and other holders of Qualifying Rights were then duly exercised in full (whether or not then exercisable). Within ten Business Days after the receipt of such Preissuance Notice, each Investor may exercise its rights under this Section 7.01 by giving written notice to that effect to the Company. Failure to give such notice within that ten Business Days period or failure to pay at the required time the purchase price for any New Securities as to which a right to purchase will have been exercised will constitute a waiver of the rights granted by this Section 7.01 as to the particular issuance of New Securities specified in the Company's Preissuance Notice. In the event that any Investor does not exercise its rights under this Section 7.01, such Investor's pro rata share of the New Securities shall be re-offered to those Investors, if any, who did exercise their rights under this Section 7.01. Within ten Business Days after the receipt of written notice of such re-offering (the "Subsequent Notice"), each such Investor may exercise its further rights by giving written notice to that effect to the Company.
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:
