PRE-EMPTION RIGHT. Subject to the provisions of Clause 7.1, any Share proposed to be transferred by any Shareholder (in this Clause referred to as the “Transferor”), other than a transfer pursuant to Clause 7.10 or Clause 7.14, shall first be offered to the Preference Shareholders and the Founders, and subject to Clause 7.15 below the Company as well in accordance with the priority set out below:-
7.2.1 If any holder of outstanding Preference Shares wishes to transfer its Preference Shares, then:-
(i) the other holders of outstanding Preference Shares shall have the pre-emption right to acquire such Preference Shares on the same terms;
(ii) If any of the holders of outstanding Preference Shares decide not to exercise its aforesaid pre-emption rights, then the Founders shall have the pre-emption right to acquire such untaken Preference Shares on the same terms.
(iii) If the holders of the outstanding Preference Shares and the Founders decide not to exercise their aforesaid pre-emption rights, the Company shall have the pre-emption right to acquire such untaken Preference Shares on the same terms, subject to Clause 7.15 below.
7.2.2 If any Shareholder wishes to transfer its Ordinary Shares, then:-
(i) the Preference Shareholders and the Founders shall have the pre-emption right to acquire such Ordinary Shares on the same terms;
(ii) If the Preference Shareholders and the Founders decide not to exercise their aforesaid pre-emption rights, the Company shall have the pre-emption right to acquire such untaken Ordinary Shares on the same terms. The offer by the Transferor above shall be made by giving a notice in writing to the Company that it desires to transfer the same (the “Transfer Notice”) at a price to be set by the Transferor (the “Transfer Price”), and the Transfer Notice shall also set out the identity and background of the third party (if known to the Transferor) that the Transferor proposes to transfer its Shares to (“Third Party Purchaser”) and the terms of such transfer. The Transfer Notice shall constitute the Company as the Transferor’s agent for the sale of all the shares specified in the Transfer Notice (the “Transfer Shares”) during the period of thirty (30) days from the date of the Transfer Notice (the “Period”) and shall not be revocable except with the Board’s unanimous consent.
PRE-EMPTION RIGHT holders of BDRs will be guaranteed, when appropriate, the exercise or free disposal of the pre-emption right to subscribe securities – before the offering is made to others – that may be issued by the CLIENT, or other rights to be granted to holders of the Securities.
4.3.1. After being informed of the granting of pre-emption rights to subscribe for securities, ITAUCOR shall notify holders of BDRs and BM & FBOVESPA of the granting of said right, and request holders of BDRs to express their interest and to either exercise their right or dispose of it.
4.3.2. It shall be the responsibility of the CLIENT or CUSTODIAN to inform ITAUCOR regarding the number of securities that may be subscribed to, as well as to the extent to which holders of BDRs can exercise this right.
4.3.3. It shall also be the responsibility of the CLIENT or CUSTODIAN to provide ITAUCOR with other information related to the exercise of pre-emption rights, such as (i) the issue price of securities, which should be converted to local currency, with the subsequent addition of corresponding fees set forth in the pricing schedule attached (ii) the period of exercise of subscription rights, (iii) the deadline for holders of BDRs to express their interest to ITAUCOR (iv) treatment of any surplus, and (v ) other information that may have been disclosed overseas.
4.3.4. The subscription price of the Securities to be paid by holders of BDRs will consist of a lump sum equivalent to the following: (i) the subscription price in foreign currency converted to local currency by the PTAX sale rate, published by the Central Bank of Brazil, the day prior to the dispatch of the subscription information that ITAUCOR is to disclose to the market, (ii) exchange rate observed up until the date of payment, plus the issuance rate per BDR indicated in the Pricing Schedule in Annex III.
4.3.5. For holders of BDRs who may hold their certificates (i) in custody at BM & FBOVESPA, the latter should make the individualized credit of the subscription rights to each BDR holder, through brokers or escrow agents, who in turn will inform their customers that they may execute their option for subscription or sale of subscription rights in Brazil, or opt not to exercise any of the foregoing. The holders of BDRs who hold their certificates (ii) recorded in the BDR Register shall receive from ITAUCOR a note of subscription, through which they can exercise their right, or assign it to another investor.
4.3.6. The broker or escrow a...
PRE-EMPTION RIGHT. 7.1. OMAR and each of its SHAREHOLDERS, being the PROMISSORY SELLERS, hereby waives and renounces in full the pre-emption right held pursuant to Clause 5 of the Articles in respect of the transfer of the SALE SHARES.
PRE-EMPTION RIGHT. 19.1 If any of the events referred to in Clauses 17.1.2 to 17.1.6 inclusive (each an “Insolvency Event”) occur in respect of Senetek, Senetek will immediately notify Plethora and, as at the date and/or time of occurrence of the relevant Insolvency Event, to the extent permitted by law Plethora will have the right, at Plethora’s sole discretion, to purchase from Senetek, at fair market value (“Fair Market Value”), the Patents, the Trade Marks, the Proprietary Information and/or the rights in and to the Xxxxxxx Packaging in the Territories. In the absence of agreement as to the Fair Market Value within twenty one (21) days following the Insolvency Event, Plethora may require the Fair Market Value to be determined by an expert agreed between the Parties or, in the absence of agreement, nominated by the then chairman of the Association of the British Pharmaceutical Industry (ABPI). Such expert will act as an expert and not as an arbitrator and his decision shall be final and binding save in the case of manifest error.
19.2 If, following an Insolvency Event, Plethora wishes to purchase any or all of, the Patents, the Trade Marks, the Proprietary Information and/or the rights in and to the Xxxxxxx Packaging in the Territories at Fair Market Value from Senetek, it shall so notify Senetek and Senetek will use its best endeavours to procure that the relevant sale to Plethora proceeds as expeditiously as possible.
PRE-EMPTION RIGHT. By express derogation from Article L. 145-46-1 of the Commercial Code, the Tenant renounces any pre-emption right in the event of the transfer of the leased premises or the building.
PRE-EMPTION RIGHT. 8.1 The Seller and any of its subsidiaries shall be entitled to a pre-emption right to repurchase the Company at a price equal to the Consideration, on condition that:
(a) the Seller plans to re-enter into the China market/ and/or conduct business in China; and
(b) the Company demonstrates a turn from loss to profit within three years from the Effective Date.
8.2 In the event that the Seller exercises its rights pursuant to Section 8.1, the Buyer will enter into an agreement to not compete with the Company for a period of three years at the closing of such repurchase.
PRE-EMPTION RIGHT. The Party intending to transfer its Shares to a third person (i.e. the Person Interested) for or without consideration (i.e. the Obliged Shareholder), shall offer the other Party (i.e. the Entitled Shareholder) for sale all its Shares under the terms stated in this Article 16.
PRE-EMPTION RIGHT. For the avoidance of doubt, the Transfers of Securities completed pursuant to Section 9 (Permitted Transfers), Section 10 (Xxxxxx' Call Options), Section 11 (Liquidity procedure) and Section 11.2 (Drag Along Right) shall not be subject to this Section 12.1.
PRE-EMPTION RIGHT. The Parties agree that the by-laws adopted by the Company at Closing include a pre-emption clause which has been inserted exclusively in the interest of VP and as a protection for VP against possible Transfers of the Option Shares to unapproved third parties. Cap2 hereby agrees and accepts that, should VP so decide in the future, the clause can be removed from the by-laws, also without the agreement of Cap2 in this respect and that Cap2 shall have no right to withdraw from the Company as effect of such a resolution. It is also further understood that in case of any inconsistency between the provisions of the Company’s by-laws and the provisions of this Agreement, the latter shall prevail.
PRE-EMPTION RIGHT. If the Composer intends to sell his share of a Composition, the Publishing Company has a right of first refusal.
