Pre-emptive Share Rights Sample Clauses

Pre-emptive Share Rights. In connection with the issuance of (1) any Common Stock, other than in an Exempt Transaction (such issuance, a “Pre-IPO Dilutive Issuance”), between the date of this Agreement and the earlier of March 31, 2010 or the day immediately prior to the day on which the Company commences its roadshow in connection with the Initial Public Offering (the “IPO Launch Date”), or (2) any Common Stock in connection with any offering described in the Private Placement Memorandum, provided that such issuance occur prior to the IPO Launch Date (such issuance, an “Identified Issuance”, and together with any Pre-IPO Dilutive Issuance, a “Pre-Emptive Right Issuance”), Buyers shall have the right to purchase additional shares of Common Stock as provided in this Section 1.2(a)(i). At least three (3) business days prior to any Pre-Emptive Right Issuance, the Company shall provide notice to Buyers setting forth (a) the number of shares of Common Stock that are to be issued and sold by the Company in connection with the Pre-Emptive Right Issuance (the “New Shares”), (b) the number of shares of Outstanding Common Stock immediately following the issuance of the New Shares, and (c) the number of shares of Common Stock which Buyers shall have the option to purchase from the Company pursuant to this Agreement (such shares, the “Pre-Emptive Right Shares”) in order to cause Buyers’ ownership of Common Stock (including the New Shares and the Initial Shares) on a non-diluted basis immediately following the issuance of the New Shares to be equal to 19.90% of the Outstanding Common Stock then outstanding. Subject to the terms and conditions of this Agreement, at the Pre-Emptive Right Closing, Buyers shall have the option to purchase from the Company, on a private placement basis, some or all of the Pre-Emptive Right Shares, free and clear of all Encumbrances, except for any restrictions on transfer arising under the Lock-Up Agreement, the Securities Act or any applicable state or Canadian provincial securities laws. Notwithstanding anything to the contrary in this Agreement, Buyers shall not have the right to purchase Pre-Emptive Right Shares pursuant to this Section 1.2(a)(i) unless such shares may be issued by the Company as a private placement under applicable TSX rules without obtaining stockholder approval.
Sample 1
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Pre-emptive Share Rights. From and after the date of this Agreement until the Closing Date, and from the Closing Date to the Expiration Date, each time Golden Minerals proposes to issue any Common Stock in a public offering or a private placement for cash (other than in an Exempt Golden Minerals Transaction) (such issuance, a “Dilutive Issuance”, and such shares, the “New Shares”), Golden Minerals shall offer to sell to Seller a number of New Shares (the “Anti-Dilution Golden Minerals Shares”) that would result in Seller’s Pro Rata Ownership, immediately after the issuance of the Anti-Dilution Golden Minerals Shares to Seller and the issuance of the New Shares to each Person other than Seller, to equal eleven percent (11%). For the avoidance of doubt, (i) Seller or its Affiliates do not have the right to acquire Anti-Dilution Golden Minerals Shares if the issuance of New Shares does not result in a reduction of Seller’s Pro Rata Ownership immediately following the Dilutive Issuance to less than eleven percent (11%), and (ii) if such Dilutive Issuance would result Seller’s Pro Rata Ownership being reduced to or remaining below eleven percent (11%) immediately following the Dilutive Issuance, Seller or its Affiliates shall have the right to acquire a number of Anti-Dilution Golden Minerals Shares sufficient to increase Seller’s Pro Rata Ownership up to eleven percent (11%). The number of Anti-Dilution Golden Minerals Shares shall be rounded up or down to the nearest whole share, with 0.5 being rounded up. Notwithstanding anything to the contrary in this Agreement, Seller shall have a right to purchase, and Golden Minerals shall have an obligation to issue, only such number of Anti-Dilution Golden Minerals Shares as may be issued pursuant to applicable Canadian and the United States securities laws and securities exchange regulations in a private placement transaction, without registration in the Unites States or qualification in Canada, and without obtaining stockholder approval.
Sample 1

Related to Pre-emptive Share Rights

  • Pre-emptive Rights (a) Subject to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.

  • Pre-Emptive Right Subject to the provisions of Section 4.2 hereof, in the event the Corporation wishes at any time to issue any Shares (except for the granting of options to employees not to exceed 10% of the issued and outstanding shares of the Corporation) it shall offer them for purchase by the Shareholders by notice given to each Shareholder. Such notice shall be given within 10 days of the approval of the Board of Directors of a proposal to issue Shares to raise funds and shall set forth a description of the Shares to be offered, the purchase price and the purchase date which shall be a date not earlier than twenty (20) days after the date of such notice. Upon receipt of such notice, each such Shareholder shall have the right to subscribe for and purchase a number of such Shares determined by multiplying the total number of Share offered by a fraction, the numerator of which shall be the number of Common Shares owned by such Shareholder at the date of such notice and the denominator of which shall be the total number of Conunon Shares outstanding as at the date of such notice. Such right shall be exercised by the Shareholder by giving notice of acceptance to the Corporation within twenty (20) days after the receipt of the notice from the Corporation. In the event that the Shareholder does exercise such right it shall subscribe, purchase and pay for such Shares on the purchase date set forth in the notice of the Corporation. If all the Shareholders do not subscribe for their respective proportions, the unsubscribed Shares shall be used to satisfy the subscriptions of such Shareholders for Shares in excess of their proportion and, ~ 11 ~ if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Shares, the unsubscribed Shares shall be divided pro rata among the Shareholders desiring Shares as nearly as may be in proportion to the number of Common Shares held by them respectively at the date of such notice, but no Shareholder shall be bound to take any such Shares in excess of the amount it desires. It shall be a condition to the issuance of any new shares that the new Shareholder become party to this Agreement or, if agreed by the Board, another shareholder or share restriction agreement approved by the Board. ~ 12 ~

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

  • No Pre-emptive Rights The issue of the Offered Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Preemptive Rights Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

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