Pre-emption on issue Clause Samples

Pre-emption on issue. (a) Rights offer notice If the Company proposes to issue any Shares (and, following a Trigger Event only in the case of an issue of Shares for cash) (the Offer), it must first give written notice to each of its Shareholders (an Offer Notice) as soon as reasonably practicable after Shareholder Approval for that Offer is given, inviting the Shareholders to subscribe for those Shares. An Offer Notice shall: (i) specify the aggregate number of Shares the Company proposes to offer for subscription (the Offer Shares), the issue price per Share (the Offer Price) and any other terms and conditions of the Offer (the Offer Terms); (ii) state that, subject to the provisions of this deed, each Shareholder is entitled to subscribe for its Equity Proportion of the total number of Offer Shares at the Offer Price and on the Offer Terms (Rights Entitlement); (iii) confirm the number of Offer Shares in the Shareholder’s Rights Entitlement; (iv) specify the period for which the Offer is open, which must be at least ten Business Days (the Offer Period); (v) state that the Shareholder may apply for more Offer Shares than its Rights Entitlement and will be liable to subscribe for up to the number of Offer Shares applied for if the other Shareholders do not take up their full Rights Entitlement; (vi) invite the Shareholder to apply for Offer Shares by giving written notice to the Company no later than 5.00 pm on the last day of the Offer Period, stating the number of Offer Shares for which the Shareholder wishes to subscribe (which may be greater than, equal to or less than the Shareholder’s Rights Entitlement); and (vii) not be revoked unless otherwise decided by the Board or otherwise in accordance with clause 13.3(e) below (provided that upon a Trigger Event occurring paragraph (e) below shall not apply).
View SourceView Similar (2)
Pre-emption on issue. The provisions of clause 13.3 of the H3G II Shareholders’ Deed shall apply mutatis mutandis to this deed save that references to the “Company” shall be construed as references to “▇▇▇▇▇”.
View Source
Pre-emption on issue. 8.1 Subject to Clause 8.8, if GBH LP proposes to allot any LP Interests for cash, GBH LP shall forthwith give notice in writing (the “Allotment Notice”) of such proposal to the Investors. Each Allotment Notice shall: (a) specify the percentage of LP Interests which GBH LP proposes to allot (the “Allotment LP Interests”); (b) specify the identity of any person to whom it is proposed the Allotment LP Interests are allotted (the “Proposed Allottee”); (c) specify the price (the “Subscription Price”) at which it is proposed to allot the Allotment LP Interests; (d) set out any minimum subscription threshold determined by Silver Lake; and (e) not be varied or cancelled (without consent from Silver Lake). 8.2 The Allotment Notice shall contain an offer to each of the Investors to subscribe for Allotment LP Interests at the Subscription Price, provided that: (i) if the Board considers that the provisions of this Clause 8 could mean that the offer of the Allotment LP Interests would require a prospectus or listing particulars in accordance with the applicable laws and regulations of any relevant jurisdictions, the Board shall (with Silver Lake’s consent) be entitled to devise such other method of offering such Allotment LP Interests which does not require a prospectus or listing particulars; and (ii) each of the Investors wishing to subscribe for the Allotment LP Interests under this Clause 8 acquires any other shares, bonds, CPECs, loan notes or other LP Interests or Investor instruments proposed to be acquired by the Proposed Allottee, and in the same proportions and on the same terms as are proposed to be acquired by the Proposed Allottee. The Allotment Notice shall specify that, subject to Clause 8.8, the Investors shall have a period of fifteen Business Days from the date of such notice within which to apply for some or all of the Allotment LP Interests (the “Subscription Period”). 8.3 It shall be a further term of the offer set out in the Allotment Notice that, if there is excess demand for the Allotment LP Interests from the Investors, each class of Allotment LP Interests shall be treated as offered among the current holders of such class of Allotment Share in proportion (as nearly as may be) to their respective existing holding of such class of Share (the “Proportionate Allocation”). However, in its application for Allotment LP Interests an Investor may, if it so desires, indicate that it would be willing to purchase a particular number of Allotment LP Inter...
View Source

Related to Pre-emption on issue

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Restriction on Timing of Distribution Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified.

  • Restriction on Timing of Distributions Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment, or if earlier, the date of death. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid in a lump sum on the first day of the seventh month following the Termination of Employment, or, if earlier, within sixty (60) days from the date of the Executive’s death. All subsequent distributions shall be paid in the manner specified.

  • Restriction on Issuance of the Capital Stock So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock determined immediately prior to its issuance, (ii) any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8.