Common use of PRE-EMPTION RIGHT Clause in Contracts

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. Subject 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. (a) From the provisions expiration of Clause 7.1the Standstill Period or pursuant to Section 7.1(e), in the case of a contemplated Transfer of Securities by a Direct Party to another Party or any Share proposed Third Party, each non Transferring Direct Party holding Voting Shares (each a “Pre-emption Beneficiary”) shall have the right (but not the obligation) to be transferred purchase a number of Securities held by any Shareholder (the Transferor in lieu of the Proposed Transferee in the conditions set forth in this Clause referred to as Section 12.1 and Section 12.4 (the “TransferorPre-emption Right”), provided that, in case of a contemplated Transfer by a Family Company, the other than Family Company shall benefit from 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 rank Pre-emption Right in accordance with Paragraph (e) of this Section 12.1. (b) The Pre-emption Rights shall only be valid if exercised by the priority set out below:-Pre-emption Beneficiaries (taken as a whole) with respect to all the Offered Securities, failing which such Pre-emption Beneficiaries shall be deemed to have irrevocably waived their Pre-emption Rights and the Transferor may validly Transfer its Securities to the Proposed Transferee, subject to Sections 12.2 (Total Tag Along Right) and 12.3 (Proportional Tag Along Right), as the case may be. 7.2.1 If any holder (c) Subject to paragraph (e) of outstanding Preference Shares wishes this Section 12.1, if the total number of Securities that the Pre-emption Beneficiaries wish to transfer purchase represents more than the Offered Securities, each such Pre-emption Beneficiary shall exercise its Preference Shares, then:-Pre-emption Right for a number of Securities corresponding to the lower of: (i) the other holders number of outstanding Preference Shares shall have the preOffered Securities that such Pre-emption right Beneficiary wishes to acquire such Preference Shares on the same termspurchase as mentioned in its exercise notice; (ii) If any a number of Shares on a Fully Diluted Basis, equal to the product of: (A) a fraction the numerator of which is the number of Shares held by such Pre-emption Beneficiary (calculated on a Fully Diluted Basis), and the denominator of which is the total number of Shares (calculated on a Fully Diluted Basis) held by such Pre-emption Beneficiary and the other Pre-emption Beneficiaries having exercised their Pre-emption Rights; and (B) the total number of Shares corresponding to the Offered Securities (calculated on a Fully Diluted Basis). (d) In case of a fractional share, the number of Securities that may be purchased by a Pre-emption Beneficiary shall be rounded to the immediately inferior number. (e) In case of Transfer by a Family Company, the Pre-emption Beneficiaries other than the Family Companies shall only be entitled to exercise their Pre-emption Right after full satisfaction of the holders Family Companies which wish to exercise their Pre-emption Rights, as the case may be, provided that, if the total number of outstanding Preference Shares decide not Securities that such Family Companies wish to purchase represents more than the Offered Securities, each Family Company shall be entitled to exercise its aforesaid prePre-emption rights, then Right for a number of Securities corresponding to 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:-lower of: (i) the Preference Shareholders and the Founders shall have the pre-emption right number of Offered Securities that such Family Company wishes to acquire such Ordinary Shares on the same termspurchase as mentioned in his exercise notice; (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 a number of Shares on the same terms. The offer by the Transferor above shall be made by giving a notice in writing Fully Diluted Basis, equal to the product of: (A) a fraction the numerator of which is the number of Shares held such Family Company that it desires to transfer the same (the “Transfer Notice”) at calculated on a price to be set by the Transferor (the “Transfer Price”Fully Diluted Basis), and the Transfer Notice shall also set out denominator of which is the identity total number of Shares (calculated on a Fully Diluted Basis) held by such Family Company and background the other Family Companies having exercised their Pre-emption Rights; and (B) the total number of the third party (if known Shares corresponding to the TransferorOffered Securities (calculated on a Fully Diluted Basis). (f) In case of a fractional share, the number of Securities that may be purchased by a Family Company upon exercise of its Pre-emption Right shall be rounded to the Transferor proposes to transfer its Shares to immediately inferior number. (“Third Party Purchaser”g) The Pre-emption Beneficiaries shall purchase the Offered Securities in accordance with all terms and conditions, including 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 price conditions, set forth in the Transfer Notice Notice. (h) In case of a valid exercise of a Pre-emption Right with respect to all Offered Securities in accordance with this Section 12.1 and Section 12.4, the “Transfer Shares”of such Offered Securities shall be completed within twenty (20) during the period of thirty (30) days Business Days from the date expiration of the Exercise Period. (i) Subject to the execution and delivery by these substituted Third Parties of an Instrument of Adherence, for the purposes of any Transfer Notice pursuant to this Section 12.1: (i) The Xxxxxx Parties may substitute any Xxxxxx Entity as a Pre-Emption Beneficiary; (ii) the “Period”Financial Investors may substitute any Affiliate of the Original Fund as a Pre-Emption Beneficiary; (iii) and shall not be revocable except with the Board’s unanimous consentXxxxx Parties may substitute any other Xxxxx Entity as a Pre-emption Beneficiary; and (iv) the Gras Parties may substitute any other Xxxxx Entity as a Pre-emption Beneficiary.

PRE-EMPTION RIGHT. Subject 11.1 The Company shall not, and shall procure that none of its subsidiaries shall, issue equity shares or any other Shares, rights, options, warrants, appreciation rights or other instruments or securities entitling the holder (save and except where such holder is the Company) to receive any equity securities or grant any options to purchase or rights to subscribe for securities by their terms convertible into or exchangeable for equity securities, of any type or class (each, a Dilution Instrument) to any Person (the provisions Proposed Recipient) unless the Company has offered to each of Clause 7.1the Shareholders (including Sabre, any Share proposed to be transferred by any Shareholder (in this Clause together 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 Pre-Emptive Shareholders) in accordance with the priority set out below:-provisions of this Clause 11 the right to subscribe to such number of Dilution Instruments in proportion to such Pre-Emptive Shareholder’s ordinary shareholding in the Company on a Fully Diluted Basis (the Pro Rata Share); provided however, that the foregoing restrictions shall not apply to any issuance of securities, subject to the terms of this Agreement (i) pursuant to the terms of an employee stock option plan or similar benefit programs approved by the Company, where the primary purpose is not the raising of additional capital and where such options are issued only to employees of the Group; (ii) to any other member of the Group; (iii) as an “equity kicker” in third party debt transactions, where the equity kicker is being offered to a bank or financial institution for the purpose of availing a lower interest rate; and (iv) in an Exit IPO approved by the Board in accordance with this Agreement. 7.2.1 If any holder 11.2 The Company shall deliver to each of outstanding Preference Shares wishes to transfer its Preference Shares, then:-the Pre-Emptive Shareholders a written notice of not less than 20 (twenty) Business Days before the proposed issuance of securities other than in connection with an issuance permitted under Clause 11.1 (a Proposed Issuance) setting forth (i) the other holders number, type and terms of outstanding Preference Shares the securities to be issued, (ii) the consideration to be received in connection with the Proposed Issuance, and (iii) the identity of the Proposed Recipients. 11.3 Within 20 (twenty) Business Days, following the delivery of the notice referred to in Clause 11.2, each Pre-Emptive Shareholder electing to exercise its rights under this Clause 11 shall have give written notice to the preCompany specifying the number of securities to be purchased by such Pre-emption Emptive Shareholder and the calculation by such Pre-Emptive Shareholder of its Pro Rata Share. Except as provided in the next succeeding sentence, failure by any Pre-Emptive Shareholder to give such notice within such 20 (twenty) Business Days period shall be deemed to be a waiver by such Pre-Emptive Shareholder of its rights under this Clause 11 with respect to such particular Proposed Issuance. If any Pre-Emptive Shareholder fails to give the notice required under this Clause 11.3 solely because of the Company’s failure to comply with the notice provisions of Clause 11.2, then the Company shall not issue securities pursuant to this Clause 11 and if purported to be issued, such issuance of securities shall be void. A Pre-Emptive Shareholder may assign to any third party, including its respective Affiliates but not being a Competitor, the right to acquire such Preference Shares on the same terms; (ii) If any of the holders of outstanding Preference Shares decide not securities pursuant 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 termsthis Clause 11, subject to Clause 7.15 belowsuch third party entering into a Deed of Adherence. 7.2.2 If 11.4 Subject to compliance with the notice provisions of Clause 11.3, in the event that any Pre- Emptive Shareholder wishes to transfer its Ordinary Shares, then:- (ia Non-Subscribing Shareholder) 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 notifies the Company that it desires declines to transfer exercise its right to subscribe to its Pro Rata Share of the same Proposed Issuance, in part or in whole, or fails to settle the payment of the consideration required for the Proposed Issuance within the 45 (forty five) Business Day period following delivery of the “Transfer Notice”) at a price notice referred to in Clause 11.2 or any extended time period as agreed between the Parties, it shall be set by the Transferor (the “Transfer Price”), deemed to have waived its right under this Clause 11 and the Transfer Notice other Pre-Emptive Shareholders shall also set out the identity and background of the third party (if known be entitled to subscribe to such securities not subscribed to by any Non-Subscribing Shareholder, consistent with Applicable Law. 11.5 Subject to the Transferor) other terms of this Agreement, the Parties agree 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.Clauses 11.1 to