Common use of PRE-EMPTION Clause in Contracts

PRE-EMPTION. (i) If the Company proposes to issue any new units of Membership Interest or other securities convertible into, or carrying the right to subscribe for, units of Membership Interest in the Company, after the date of this Agreement (“New Securities”), those New Securities shall not be issued to any person unless the Company has in the first instance offered them to the Subscriber on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of units of Membership Interest held by the Subscriber (as nearly as may be without involving fractions). The offer shall be in writing, be open for acceptance from the date of the offer to the date 20 days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities. (ii) The preemptive rights established by Section 5(a)(i) shall have no application to any of the following New Securities: (a) Membership Interests and/or options, warrants or other Membership Interest purchase rights and the Membership Interests issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to share purchase or share option plans or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (b) any New Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board; (c) any New Securities issued in connection with any Membership Interest split, dividend on or recapitalization of the outstanding equity securities of the Company; (d) any New Securities issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution, in each case provided that such arrangement or financing is approved by the Board; Membership Interests, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (e) Membership Interests, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; and (f) any New Securities that are issued by the Company pursuant to an underwritten public offering. (iii) If at the end of the Subscription Period, the Subscriber has applied for any number of New Securities up to the number of New Securities to which it would be entitled on a pro rata basis to the number of units of Membership Interest held by the Subscriber, such number of New Securities shall be sold and issued to the Subscriber.

PRE-EMPTION. (i) a. If the Company proposes to issue any new units of Membership Interest shares or other securities convertible into, or carrying the right to subscribe for, units shares of Membership Interest in the Company’s Common Stock, after the date of this Agreement (“New Securities”), those New Securities shall not be issued to any person unless the Company has in the first instance offered them to the Subscriber on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of units shares of Membership Interest Common Stock held by the Subscriber (as nearly as may be without involving fractions). The offer shall be in writing, be open for acceptance from the date of the offer to the date 20 [20] days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities. (ii) b. The preemptive rights established by Section 5(a)(i8(b)(a) shall have no application to any of the following New Securities: (a) Membership Interests Common Stock and/or options, warrants or other Membership Interest Common Stock purchase rights and the Membership Interests Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to share purchase or share option plans or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (b) shares issued upon conversion of the seed preferred shares in issue as at the date of this Agreement; (c) any New Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board; (cd) any New Securities issued in connection with any Membership Interest share split, share dividend on or recapitalization of the outstanding equity securities of the Company; (de) any New Securities issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution, in each case provided that such arrangement or financing is approved by the Board; Membership Interests(f) Common Stock, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (eg) Membership InterestsCommon Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; and (fh) any New Securities that are issued by the Company pursuant to an underwritten public offering. (iii) c. If at the end of the Subscription Period, the Subscriber has applied for any number of New Securities up to the number of New Securities to which it would be entitled on a pro rata basis to the number of units shares of Membership Interest Common Stock held by the Subscriber, such number of New Securities shall be sold and issued to the SubscriberSubscriber and the Subscriber shall pay the aggregate subscription price to the Company.

PRE-EMPTION. (i) If the Company proposes to issue any new units of Membership Interest or other securities convertible into, or carrying the right to subscribe for, units of Membership Interest in the Company’s Membership Interest, after the date of this Agreement (“New Securities”), those New Securities shall not be issued to any person unless the Company has in the first instance offered them to the Subscriber on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of units of Membership Interest held by the Subscriber (as nearly as may be without involving fractions). The offer shall be in writing, be open for acceptance from the date of the offer to the date 20 days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities. (ii) The preemptive rights established by Section 5(a)(i) shall have no application to any of the following New Securities: (a) Membership Interests and/or options, warrants or other Membership Interest purchase rights and the Membership Interests issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to share purchase or share option plans or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (b) any New Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board; (c) any New Securities issued in connection with any Membership Interest split, dividend on or recapitalization of the outstanding equity securities of the Company; (d) any New Securities issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution, in each case provided that such arrangement or financing is approved by the Board; Membership Interests, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (e) Membership Interests, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; and (f) any New Securities that are issued by the Company pursuant to an underwritten public offering. (iii) If at the end of the Subscription Period, the Subscriber has applied for any number of New Securities up to the number of New Securities to which it would be entitled on a pro rata basis to the number of units of Membership Interest held by the Subscriber, such number of New Securities shall be sold and issued to the SubscriberSubscriber and the Subscriber shall pay the aggregate subscription price to the Company.

PRE-EMPTION. (i) If the Company proposes to issue any new units of Membership Interest shares or other securities convertible into, or carrying the right to subscribe for, units shares of Membership Interest in the Company’s Common Stock, after the date of this Agreement (“New Securities”), those New Securities shall not be issued to any person unless the Company has in the first instance offered them to the Subscriber on the same terms and at the same price as those New Securities are being offered to other persons on a pari passu and pro rata basis to the number of units shares of Membership Interest Common Stock held by the Subscriber (as nearly as may be without involving fractions). The offer shall be in writing, be open for acceptance from the date of the offer to the date 20 days after the date of the offer (inclusive) (the “Subscription Period”) and give details of the number and subscription price of the New Securities. (ii) The preemptive rights established by Section 5(a)(i7(b)(i) shall have no application to any of the following New Securities: (a) Membership Interests Common Stock and/or options, warrants or other Membership Interest Common Stock purchase rights and the Membership Interests Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to share purchase or share option plans or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (b) shares issued upon conversion of the seed preferred shares in issue as at the date of this Agreement; (c) any New Securities issued pursuant to an acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), provided such acquisition is approved by the Board; (cd) any New Securities issued in connection with any Membership Interest share split, share dividend on or recapitalization of the outstanding equity securities of the Company; (de) any New Securities issued pursuant to arrangements with the Company’s vendors or suppliers, any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution, in each case provided that such arrangement or financing is approved by the Board; Membership Interests(f) Common Stock, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (eg) Membership InterestsCommon Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; and (fh) any New Securities that are issued by the Company pursuant to an underwritten public offering. (iii) If at the end of the Subscription Period, the Subscriber has applied for any number of New Securities up to the number of New Securities to which it would be entitled on a pro rata basis to the number of units shares of Membership Interest Common Stock held by the Subscriber, such number of New Securities shall be sold and issued to the Subscriber.