PRE-EMPTION RIGHTS Clause Samples
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PRE-EMPTION RIGHTS. 7.3.1 On completion of Lock-in period (as defined herein below) and subject to Clause 7.2, any Shareholder proposing to sell all of its Shares to a third party (“Offered Shares”), such Shareholder (hereinafter referred to as the ‘Offeror’) shall first give Notice in writing (hereinafter called the ‘Transfer Notice’) to the other Shareholders (hereinafter referred to as the ‘Offeree’) stating that it desires to sell the same to a third party unless they are bought by the Offeree in accordance with the provisions of this Clause. Such sale shall be only of the entire shareholding of the concerned Shareholder and not of any part of such shareholding. The Transfer Notice shall state the name and other particulars of such third party who has made the bona fide offer to purchase Shares held by the Offeror, price at which the Shares are offered for sale and all terms and conditions of the offer. A Transfer Notice shall not be revocable except with the sanction of the Offeree. The Transfer Notice shall state that the offer may be accepted within 20 (Twenty) Business Days of the date of receipt of Transfer Notice. For the purpose of this Clause an offer shall be deemed to be accepted by an Offeree on the day on which the acceptance is received by the Offeror within the period stipulated in the Transfer Notice. The payment of prescribed price of the Shares offered for sale and the delivery of such Shares shall take place simultaneously.
7.3.2 The Offeree shall inform the Offeror its acceptance of the offer to buy the Offered Shares or part thereof; provided that the Offeror shall not be obliged to sell the Shares accepted by the Offerees unless the total acceptances are equal to or more than the Offered Shares. It is clarified that if the acceptance(s) by the Offeree(s) is for Shares which aggregate to more than the Offered Shares, the Offered Shares shall be allocated to the Offeree(s) in proportion to their respective acceptances. Subject to the other provisions in this Clause 7, if the Offeree does not accept the offer of the Offeror within the period specified in Clause 7.3.1 above, the Offeror shall be entitled to sell the Offered Shares to a third party (not being a competitor of Company) at a price not lower than that offered to the Offeree and no more favourable terms than those offered to the Offeree. Provided however, the Offeror shall subject to obtaining requisite approvals be obliged to complete the transfer of the Offered Shares on a spot delivery basis...
PRE-EMPTION RIGHTS. 9.1 Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights under the Act, if the Company proposes to allot and issue new Securities (“New Securities”), each AHG Shareholder is entitled but not obliged to subscribe for its Proportionate Entitlement to such New Securities.
9.2 If the Company resolves to issue New Securities, it shall give each AHG Shareholder a written notice (a “Pre-Emption Notice”) describing the issue of the New Securities, identifying:
9.2.1 the total number of New Securities which the Company proposes to issue;
9.2.2 the price upon which the Company proposes to issue the New Securities; and
9.2.3 the terms and conditions upon which the Company proposes to issue the New Securities.
9.3 Each AHG Shareholder shall have ten (10) Business Days from the date of its receipt of the Pre-Emption Notice to subscribe for all or a portion of its Proportionate Entitlement of the New Securities for the price and upon the terms and conditions specified in the Pre-Emption Notice, by giving written notice to the Company, and stating therein the number of New Securities to be subscribed for by such AHG Shareholder, provided that (i) such number may include additional New Securities which the AHG Shareholder is prepared to subscribe for in excess of its Proportionate Entitlement (if such indication is included, such notice shall constituted an “Excess Securities Pre-emption Notice”) and (ii) subject to Clause 11.2, such AHG Shareholder may elect a member of its AHG Shareholder Group and/or a professional financial services institution acting as bare nominee for such AHG Shareholder to subscribe for such number of New Securities.
9.4 In the event that an AHG Shareholder does not respond to a Pre-Emption Notice or such AHG Shareholder does not agree to subscribe for any or all of its Proportionate Entitlement of the New Securities on offer (such AHG Shareholder, a “Non-Fully Subscribing AHG Shareholder”), but one or more other AHG Shareholders agree to subscribe for all of its or their Proportionate Entitlement of the New Securities on offer (each, a “Subscribing AHG Shareholder”), then if any such Subscribing AHG Shareholders have indicated an interest in subscribing for New Securities in excess of its or their Proportionate Entitlement by submitting and Excess Securities Pre-emption Notice pursuant to Clause 9.3 then such Subscribing AHG Shareholders shall have the right to subscribe for all or a portion of the amount of the New...
PRE-EMPTION RIGHTS. The Seller hereby irrevocably waives and undertakes to procure the waiver of all rights of pre-emption over the Shares or any of them to which he or any other person is or may be entitled in relation to the sale and purchase of the same.
PRE-EMPTION RIGHTS. Each Rollover Shareholder hereby waives any pre-emption rights they may have (whether pursuant to the articles of association of Midco or otherwise) in connection with the transfer of the Bidco Loan Notes pursuant to the exercise and completion of either Option.
PRE-EMPTION RIGHTS. Every Member (“the Vendor”) who wishes to transfer any Shares and/or the corresponding Shareholder’s Loan shall give to the Company at the Office notice in writing (“the Transfer Notice”).
PRE-EMPTION RIGHTS. Each of the Vendors irrevocably waives all and any rights of pre-emption or other restrictions on transfer over or in respect of the Shares existing by virtue of the Articles of Association of the Co mpany, or otherwise. 5 WARRANTIES Each of the Vendors hereby warrants to the Purchaser that:
PRE-EMPTION RIGHTS. Both Parties will have a preemption right at the fair market value (estimated by an independent international auditor firm chosen by both Parties) on the other Party’s shares when such Party wishes to sell its shares to a Third Party (such transfers, except for intra-group transfers, would not be permitted for an initial stand still period to be agreed upon between the Parties).
PRE-EMPTION RIGHTS. Each Joint Offeror hereby waives any pre-emption rights they may have (whether pursuant to the articles of association of Topco or otherwise) in connection with the transfer of the Midco Loan Notes pursuant to the exercise and completion of either Option.
PRE-EMPTION RIGHTS. In case of an intended sale of the entire or parts of the Licensed Products to a third party, in case of a change of ownership of Superclick, or in case of Superclick becoming subject to insolvency proceedings Swisscom shall have the first right to purchase such Licensed Products at a price matching or exceeding the highest offer for the acquisition of the Licensed Product(s) from the proposed third party purchaser.
PRE-EMPTION RIGHTS. (a) If Freeport or a member of the Inalum Group (“Transferor”) intends to transfer, other than, in the case of Freeport, to a Qualifying Mining Company or, in the case of either Freeport or Inalum Group, any of such Transferor’s Affiliates, any or all of its Ordinary Shares (“Transfer Shares”), it must, prior to the completion of such transfer, give a notice (“Transfer Notice”) to the other (the “Non-transferring Shareholders”) and the Company that specifies:
(i) the number of Ordinary Shares it intends to transfer (which must not be less than 5% of the issued Ordinary Shares);
(ii) the price at which it is willing to transfer the Transfer Shares (which must be a cash price only) (“Transfer Price”); and
(iii) all other material terms on which the Transferor is willing to transfer the Transfer Shares (which shall include an acknowledgement that certain Authorisations may be required to effect the transfer of the Transfer Shares).
(b) A Transfer Notice is irrevocable once given, unless the Non-transferring Shareholders agree otherwise.
(c) The Transfer Notice is an offer by the Transferor to sell all (but not less than all) of the Transfer Shares to the Non-transferring Shareholders in proportion to their Percentage Interests (determined as at the date of the Transfer Notice) at the Transfer Price and on the other terms set out in the Transfer Notice (the “Offer”).
(d) The Non-transferring Shareholders may accept the Offer as to all (but not less than all) of the Transfer Shares (which may be conditional on the relevant Non-transferring Shareholder obtaining applicable Authorisations) by giving a notice (“Transfer Acceptance Notice”) to the Transferor and the Company within 30 days after the Transfer Notice is given (“Offer Period”), as long as such acceptance does not breach Government Regulation No. 23 of 2010 on the Implementation of Mineral and Coal Mining Business Activities and MEMR Regulation No. 9 of 2017 on the Share Divestment Procedures and the Mechanism to Determine the Price of the Divestment Share in Mineral and Coal Mining Business Sectors, each as amended from time to time. For the avoidance of doubt, the Non-transferring Shareholders shall not be permitted to assign their rights in the Transfer Acceptance Notice as the transferee of the Transfer Shares, other than to an Affiliate of the Non-transferring Shareholders.
(e) If the Non-transferring Shareholders accept the Offer (whether or not conditional on the relevant Non-transferring Shareho...