Non-Applicability of Pre-Emptive Right Sample Clauses

Non-Applicability of Pre-Emptive Right. The provisions of section 9.1 shall not apply to any issue of Equity Shares or Convertible Securities: (a) pursuant to the conversion of Class A Shares into Class B Shares or pursuant to the exercise of any conversion or exchange right attached to any currently outstanding Convertible Security of RCMCI; (b) to a director, officer or employee of RCMCI pursuant to an employee stock option plan, employee stock purchase plan or other employee stock incentive plan of RCMCI provided that the Equity Shares issuable pursuant to such plans do not exceed 10% of the then outstanding number of Equity Shares.
Sample 1
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Non-Applicability of Pre-Emptive Right. The provisions of Section 3.1 will not apply to any issues of Issued Securities or to the grant of any option or other right for the purchase of or subscription for any Issued Securities: (a) which are expressly contemplated or provided for in other sections of this Agreement; (b) in connection with any grant or exercise of options, restricted share units, warrants, rights or other securities issued under the Company’s security-based compensation arrangements, if any; (c) in connection with a subdivision of then-outstanding Shares into a greater number of Shares; (d) that are equity securities of the Company in lieu of cash dividends, if any; (e) pursuant to a shareholders’ rights plan of the Company, if any; (f) pursuant to a dividend reinvestment plan of the Company, if any; (g) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security outstanding prior to the date hereof or issued in compliance with the terms of this Article 3 in respect of which the Shareholders did not exercise, failed to exercise, or waived its rights under Section 3.1 or in respect of which such pre-emptive rights did not apply; (h) to the Company or any subsidiary of the Company or an Affiliate of any of them; (i) in the event that the rights of a Shareholder under Section 3.1 are waived by such Shareholder (but only in respect of that Shareholder); (j) pursuant to an over-allotment option granted to the agents or underwriters, as applicable, in connection with an offering of Shares; or (k) pursuant to any take-over bid,, arrangement, merger or similar corporate transaction or any share or asset acquisition or similar transaction where the Issued Securities are used to fund all or a portion of the applicable purchase price payable by the Company.
Sample 1
Non-Applicability of Pre-Emptive Right. The provisions of Section 3.1 do not apply to any issues of LP Interests or to the grant of any option or other right for the purchase of or subscription for any LP Interests which are provided for at Article 9 of the Limited Partnership Agreement.
Sample 1
Non-Applicability of Pre-Emptive Right. The provisions of Section 5.1 will not apply in the following circumstances: (a) to any issues of Participating Interests or to the grant of any option or other right for the purchase of or subscription for any Participating Interests: (i) pursuant to any plan from time to time in effect relating to reinvestment by holders of Corus Shares of dividends or distributions of Corus in Corus Shares, including any “bonus” entitlements; (ii) in connection with any security-based compensation arrangement that are Corus Share distributions in lieu of cash distributions; (iii) pursuant to a shareholder rights plan of Corus; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which Shaw did not exercise, failed to exercise, or waived, its rights under Section 5.1 or in respect of which such pre-emptive rights did not apply; (v) upon the issuance of any Corus Shares or securities exchangeable into Corus Shares as consideration for the acquisition of any assets, securities, property or properties; or (vi) pursuant to any over-allotment option granted to the underwriters in a securities offering. (b) in the event that the rights of Shaw under Section 5.1 are waived by Shaw.
Sample 1

Related to Non-Applicability of Pre-Emptive Right

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Responsibility of Trustee for Conversion Provisions The Trustee, subject to the provisions of Section 6.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 6.1, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6.1, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

  • Applicability of ¶ 2501 Local Church acknowledges and agrees that pursuant to ¶ 2501 of the Discipline, the Local Church holds all its property, real and personal, tangible and intangible, in trust for the benefit of The United Methodist Church, including the Real Property and Personal Property, and the Local Church will not take any actions that are inconsistent therewith or opposing or negating the same.

  • Applicability of Agreement The Developer agrees that the Lands shall be developed and used only in accordance with and subject to the terms and conditions of this Agreement.

  • Term and Automatic Conversion Upon Expiration Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 P.M. Pacific time, on the Expiration Date and shall be void thereafter.

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the earliest to occur of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement or (iii) December 31, 2004; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall forthwith be given to the other Investors and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

  • Applicability of This Article Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern.

  • Provisions Solely to Define Relative Rights The provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt or (c) prevent the Trustee or the Holder of any Security (or to the extent expressly provided herein, the holder of any Preferred Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XII of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

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