PRE-EMPTION RIGHTS. 10.1.1 The rights of the Shareholders to sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (or any part thereof) shall be subject to the restrictions and provisions set out below : (a) In the event any Shareholder desires to dispose of all or any portion of their shareholding in the Company pursuant to a bona-fide third party offer for the shares (“Transferor”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice”) of the (b) Transferor’s intention to dispose of the Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of payment. (c) Upon receipt of the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of the Company as at the date of the Transfer Notice (“the Prescribed Price”). (d) In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that : (i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or (ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)”. (e) If there is more than one Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein. (f) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below. (g) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after the date of the receipt of such approval(s) of the Public Authorities.
Appears in 1 contract
Samples: Share Subscription and Shareholders’ Agreement (WaferGen Bio-Systems, Inc.)
PRE-EMPTION RIGHTS. 10.1.1 The rights of the Shareholders to sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (or any part thereof) shall be subject to the restrictions and provisions set out below :5.1 Pre-emption Rights
(a) In The Company shall, and the event any Shareholder desires to dispose of all or any portion of their shareholding in Founder Parties and Haode Investment shall procure the Company pursuant to, take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to ensure (including voting its Shares which it owns) that each Shareholder has a bonapre-fide third party offer for emption right with respect to any future issue or sale by the shares Company of any New Securities on the terms set out in this Section 5 (the “TransferorPre-emption Right”), . Each Shareholder is entitled to elect to exercise the Transferor shall first afford Pre-emption Right itself or to designate another Person Controlled by such Shareholder to exercise the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice”) of thePre-emption Right.
(b) Transferor’s intention If the Company proposes to dispose issue or sell any New Securities, the Company shall provide a written notice (the “New Issuance Notice”) to each Shareholder setting out (i) the number and type of Equity Securities the New Securities proposed to be issued or sold by the Company; and (ii) the price and other material terms of the Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of paymentissue or sale.
(c) Upon receipt of the Transfer Notice, the Transferees Each Shareholder shall have the option, right (but not the obligation) to subscribe for or purchase, at the price and on the terms specified in the New Issuance Notice, up to purchase the Relevant Shares at either such number of New Securities to be issued or sold determined by multiplying (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense total number of the Transferor) New Securities, by a fraction, the numerator of which is the number of Shares held by or issuable to determine such Shareholder (on a Fully-Diluted Basis), and the sale price per Relevant Share in accordance with denominator of which is the shareholders funds aggregate number of Shares held by or the net tangible assets issuable to all Shareholders (whichever is lower) of the Company as at the date of the Transfer Notice (“the Prescribed Price”on a Fully-Diluted Basis).
(d) In Each Shareholder may exercise its Pre-emption Right by giving the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by Company written notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that :
(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or
(ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)Pre-emption Acceptance Notice”.
(e) If there is more than one Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.
(f) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.
(g) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after from the date of receipt of the Pre-emption Notice (the “Pre-emption Period”) specifying the number of New Securities that it accepts to subscribe for or purchase. The failure by a Shareholder to give a Pre-emption Acceptance Notice within the Pre-emption Period shall be deemed to be a waiver of such Shareholder’s Pre-emption Right.
(e) In the event that one or more Shareholder fail to fully exercise its Pre-emption Right, or decline or is deemed pursuant to Section 5.1(d) to have waived its Pre-emption Right, the Company shall give written notice (the “Oversubscription Notice”) to each Shareholder electing to fully exercise its Pre-emption Right (a “Pre-emption Electing Shareholder”) within five (5) Business Days of the expiry of the Pre-emption Period specifying the number of the remaining New Securities (the “Oversubscription Pre-emption Shares”). Each Pre-emption Electing Shareholder shall have the right (but not the obligation) to subscribe for or purchase all or part of the Oversubscription Pre-emption Shares by giving the Company written notice (the “Oversubscription Acceptance Notice”) within five (5) Business Days of the receipt of the Oversubscription Notice, provided that if the aggregate number of Oversubscription Pre-emption Shares that the Pre-emption Electing Shareholder have indicated a willingness to subscribe for or purchase in their Oversubscription Acceptance Notice exceeds the actual number of Oversubscription Pre-emption Shares, the Oversubscription Pre-emption Shares shall be allocated to the Pre-emption Electing Shareholder on a pro-rata basis, being a fraction, the numerator of which is the number of Shares held by or issuable to such Pre-emption Electing Shareholder (on a Fully-Diluted Basis), and the denominator of which is the aggregate number of Shares held by or issuable to all Pre-emption Electing Shareholders who have submitted an Oversubscription Acceptance Notice (on a Fully-Diluted Basis).
(f) If, within the Pre-emption Period, any Shareholder fails to fully exercise or elects not to exercise the Pre-emption Right, subject to Section 5.2 and upon the approval of the Board, the Company shall be free to issue or sell the remaining number of unsubscribed New Securities on terms equal to or no more favourable than the terms set out in the New Issuance Notice, provided such issue or sale is completed within three (3) months of the date of the receipt of such approval(s) of the Public AuthoritiesNew Issuance Notice.
Appears in 1 contract
PRE-EMPTION RIGHTS. 10.1.1 The 9.1 Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights of under the Shareholders to sellAct, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in if the Company (or any part thereof) shall be subject proposes to the restrictions allot and provisions set out below :
(a) In the event any Shareholder desires to dispose of all or any portion of their shareholding in the Company pursuant to a bona-fide third party offer for the shares issue new Securities (“TransferorNew Securities”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard each AHG Shareholder is entitled but not obliged to those shares (“the Relevant Shares”) in proportion subscribe for its Proportionate Entitlement to such Transferee’s shareholding in New Securities.
9.2 If the Company. In this regardCompany resolves to issue New Securities, the Transferor it shall give the Transferees each AHG Shareholder a written notice (hereinafter called a “Transfer Pre-Emption Notice”) of the
(b) Transferor’s intention to dispose describing the issue of the Relevant SharesNew Securities, which notice shall include identifying:
9.2.1 the proposed transferee, the total number of shares New Securities which the Company proposes to be transferred, issue;
9.2.2 the price per share, and upon which the terms of payment.Company proposes to issue the New Securities; and
(c) Upon receipt of 9.2.3 the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of upon which the Company as at proposes to issue the date of the Transfer Notice (“the Prescribed Price”)New Securities.
(d) In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that :
(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or
(ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)”.
(e) If there is more than one Purchaser, each Purchaser 9.3 Each AHG Shareholder shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.
(f) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.
(g) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after from the date of the its receipt of such approval(s) the Pre-Emption Notice to subscribe for all or a portion of its Proportionate Entitlement of the Public AuthoritiesNew 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 Securities that all Non- Fully Subscribing AHG Shareholders have not agreed to subscribe for (the “Shortfall Securities”) based upon their Proportionate Entitlement disregarding the Non-Fully Subscribing AHG Shareholder’s Proportionate Entitlement, and the Company shall notify the relevant Subscribing Shareholders of the number of Shortfall Securities that have been allocated to them pursuant to their election pursuant to their Excess Shares Pre-Emption Notice.
9.5 If any of the New Securities offered to the AHG Shareholders in accordance with Clause 9 remain unallocated and/or unsubscribed for following the process specified in Clauses 9.1 to 9.4, then such New Securities may be allotted and issued at the discretion of the Board, provided that such New Securities shall not be allotted and issued (i) to any Ineligible Person and (ii) on more beneficial terms than those offered to the AHG Shareholders.
9.6 The Parties agree that the terms of Clauses 9.1 to 9.4 shall not apply to:
9.6.1 an issuance of New Securities on an IPO;
9.6.2 any issuance of New Securities for the purposes of Emergency Funding;
9.6.3 the issuance or grant of MIP Shares pursuant to any Management Incentive Plan that has been approved by the Board; and
9.6.4 the issuance of New Securities by one Group Company to another Group Company.
Appears in 1 contract
PRE-EMPTION RIGHTS. 10.1.1 The rights of the Shareholders to sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (or any part thereof) shall be subject to the restrictions and provisions set out below :5.1 Pre-emption Rights
(a) In The Company shall, and the event any Shareholder desires to dispose of all or any portion of their shareholding in Founder Parties and Haode Investment shall procure the Company pursuant to, take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to ensure (including voting its Shares which it owns) that each Shareholder has a bonapre-fide third party offer for emption right with respect to any future issue or sale by the shares Company of any New Securities on the terms set out in this Section 5 (the “TransferorPre-emption Right”), . Each Shareholder is entitled to elect to exercise the Transferor shall first afford Pre-emption Right itself or to designate another Person Controlled by such Shareholder to exercise the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice”) of thePre-emption Right.
(b) Transferor’s intention If the Company proposes to dispose issue or sell any New Securities, the Company shall provide a written notice (the “New Issuance Notice”) to each Shareholder setting out (i) the number and type of Equity Securities the New Securities proposed to be issued or sold by the Company; and (ii) the price and other material terms of the Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of paymentissue or sale.
(c) Upon receipt of the Transfer Notice, the Transferees Each Shareholder shall have the option, right (but not the obligation) to subscribe for or purchase, at the price and on the terms specified in the New Issuance Notice, up to purchase the Relevant Shares at either such number of New Securities to be issued or sold determined by multiplying (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense total number of the Transferor) New Securities, by a fraction, the numerator of which is the number of Shares held by or issuable to determine such Shareholder (on a Fully-Diluted Basis), and the sale price per Relevant Share in accordance with denominator of which is the shareholders funds aggregate number of Shares held by or the net tangible assets issuable to all Shareholders (whichever is lower) of the Company as at the date of the Transfer Notice (“the Prescribed Price”on a Fully-Diluted Basis).
(d) In Each Shareholder may exercise its Pre-emption Right by giving the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by Company written notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that :
(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or
(ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)Pre-emption Acceptance Notice”.
(e) If there is more than one Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.
(f) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.
(g) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after from the date of receipt of the Pre-emption Notice (the “Pre-emption Period”) specifying the number of New Securities that it accepts to subscribe for or purchase. The failure by a Shareholder to give a Pre-emption Acceptance Notice within the Pre-emption Period shall be deemed to be a waiver of such Shareholder’s Pre-emption Right.
(e) In the event that one or more Shareholder fail to fully exercise its Pre-emption Right, or decline or is deemed pursuant to Section 5.1(d) to have waived its Pre-emption Right, the Company shall give written notice (the “Oversubscription Notice”) to each Shareholder electing to fully exercise its Pre-emption Right (a “Pre-emption Electing Shareholder”) within five (5) Business Days of the expiry of the Pre-emption Period specifying the number of the remaining New Securities (the “Oversubscription Pre-emption Shares”). Each Pre-emption Electing Shareholder shall have the right (but not the obligation) to subscribe for or purchase all or part of the Oversubscription Pre-emption Shares by giving the Company written notice (the “Oversubscription Acceptance Notice”) within five (5) Business Days of the receipt of the Oversubscription Notice, provided that if the aggregate number of Oversubscription Pre-emption Shares that the Pre-emption Electing Shareholder have indicated a willingness to subscribe for or purchase in their Oversubscription Acceptance Notice exceeds the actual number of Oversubscription Pre-emption Shares, the Oversubscription Pre-emption Shares shall be allocated to the Pre-emption Electing Shareholder on a pro-rata basis, being a fraction, the numerator of which is the number of Shares held by or issuable to such Pre-emption Electing Shareholder (on a Fully-Diluted Basis), and the denominator of which is the aggregate number of Shares held by or issuable to all Pre-emption Electing Shareholders who have submitted an Oversubscription Acceptance Notice (on a Fully-Diluted Basis).
(f) If, within the Pre-emption Period, any Shareholder fails to fully exercise or elects not to exercise the Pre-emption Right, subject to Section 5.1 and upon the approval of the Board, the Company shall be free to issue or sell the remaining number of unsubscribed New Securities on terms equal to or no more favourable than the terms set out in the New Issuance Notice, provided such issue or sale is completed within three (3) months of the date of the receipt of such approval(s) of the Public AuthoritiesNew Issuance Notice.
Appears in 1 contract
PRE-EMPTION RIGHTS. 10.1.1 The 9.1 Subject to Clause 9.6 and without prejudice to any statutory pre-emption rights of under the Shareholders to sellAct, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in if the Company (or any part thereof) shall be subject proposes to the restrictions allot and provisions set out below :
(a) In the event any Shareholder desires to dispose of all or any portion of their shareholding in the Company pursuant to a bona-fide third party offer for the shares issue new Securities (“TransferorNew Securities”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard each AHG Shareholder is entitled but not obliged to those shares (“the Relevant Shares”) in proportion subscribe for its Proportionate Entitlement to such Transferee’s shareholding in New Securities.
9.2 If the Company. In this regardCompany resolves to issue New Securities, the Transferor it shall give the Transferees each AHG Shareholder a written notice (hereinafter called a “Transfer Pre-Emption Notice”) of the
(b) Transferor’s intention to dispose describing the issue of the Relevant SharesNew Securities, which notice shall include identifying:
9.2.1 the proposed transferee, the total number of shares New Securities which the Company proposes to be transferred, issue;
9.2.2 the price per share, and upon which the terms of payment.Company proposes to issue the New Securities; and
(c) Upon receipt of 9.2.3 the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of upon which the Company as at proposes to issue the date of the Transfer Notice (“the Prescribed Price”)New Securities.
(d) In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that :
(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or
(ii) the Prescribed Price is determined; and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)”.
(e) If there is more than one Purchaser, each Purchaser 9.3 Each AHG Shareholder shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.
(f) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.
(g) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after from the date of the its receipt of such approval(s) the Pre-Emption Notice to subscribe for all or a portion of its Proportionate Entitlement of the Public AuthoritiesNew 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 Securities that all Non-Fully Subscribing AHG Shareholders have not agreed to subscribe for (the “Shortfall Securities”) based upon their Proportionate Entitlement disregarding the Non-Fully Subscribing AHG Shareholder’s Proportionate Entitlement, and the Company shall notify the relevant Subscribing Shareholders of the number of Shortfall Securities that have been allocated to them pursuant to their election pursuant to their Excess Shares Pre-Emption Notice.
9.5 If any of the New Securities offered to the AHG Shareholders in accordance with Clause 9 remain unallocated and/or unsubscribed for following the process specified in Clauses 9.1 to 9.4, then such New Securities may be allotted and issued at the discretion of the Board, provided that such New Securities shall not be allotted and issued (i) to any Ineligible Person and (ii) on more beneficial terms than those offered to the AHG Shareholders.
9.6 The Parties agree that the terms of Clauses 9.1 to 9.4 shall not apply to:
9.6.1 an issuance of New Securities on an IPO;
9.6.2 any issuance of New Securities for the purposes of Emergency Funding;
9.6.3 the issuance or grant of MIP Shares pursuant to any Management Incentive Plan that has been approved by the Board; and
9.6.4 the issuance of New Securities by one Group Company to another Group Company.
Appears in 1 contract
