Preemption Rights. Each Member shall have the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions:
(i) In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice of its intention, describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Member shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based on its Shareholding Percentage) of such New Securities at the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If a Member fails to exercise the right to purchase its full pro rata portion (based on its Shareholding Percentage) of the New Securities, each of the other participating Members may exercise an additional right to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased.
(ii) If some (but not all) of the Members do not elect to purchase their pro rata portion of such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members).
(iii) If none of the Members have exercised their right to purchase the New Securities by the end of the Preemption Cut-Off Date or the collective participating Members have not offered to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities to a third Person.
(iv) Regardless of whether the Members exercise their preemption rights gra...
Preemption Rights. The Company hereby grants to each Shareholder the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue.
Preemption Rights. Except as expressly set forth in this Section 4.4, each of the Shareholder and the Shareholder Parent hereby irrevocably waives, and the Shareholder Parent shall cause any subsequent Permitted Transferee to which any Shareholder Shares are Transferred after the Closing Date to waive, at all times during the Board Right Period (but not at any time thereafter), any preemption rights to which it would otherwise be entitled as a result of its ownership or holding of Shareholder Shares under the Companies Acts or the Organizational Documents of the Company in respect of any issuance or offering of equity securities by the Company; provided, however, that, none of the Shareholder, the Shareholder Parent or any subsequent Permitted Transferee of any Shareholder Shares hereby waives, by virtue of this Section 4.4 or any other provision of this Agreement, and nothing in this Section 4.4 or any other provision of this Agreement shall constitute a waiver of, or otherwise operate to waive, any preemption right if and solely to the extent that (i) other shareholders of the Company have any preemption rights in respect of such issuance or offering; and (ii) such issuance or offering is made or completed for consideration per security that is, at such time, less than the Market Value thereof or, if there is no Market Value, the fair market value thereof.
Preemption Rights. If at any time after the Closing Date, the Company makes any public or non-public offering of Common Stock (or securities convertible or exchangeable into or exercisable for Common Stock) (“New Securities”), other than pursuant to the issuance or exercise of New Securities (i) under any Benefit Plan currently listed in Section 2.2(b) of the Disclosure Schedule or (ii) in any direct or indirect business combination or acquisition transaction involving the Company or a Company Subsidiary, the Investor shall be afforded the opportunity to acquire from the Company for the same price (before adding any underwriting discounts or sales commissions) and on the same terms as such New Securities are proposed to be offered to others, up to the amount of New Securities required to enable the Investor to maintain its proportionate interest in the Company represented by the number of shares of Common Stock acquired by the Investor at Closing Date. The amount of New Securities that the Investor shall be entitled to purchase shall be determined by multiplying (x) the total number of such offered New Securities by (y) a fraction, the numerator of which is the number of shares of Common Stock held by the Investor and the denominator of which is the number of shares of Common Stock outstanding, in each case, before giving effect to such issuance. The Investor must exercise its rights under this Section 4.5 within ten business days of its receipt of written notice from the Company of its intent to make such a public or non-public offering which notice shall also contain the material terms (including price terms) of such offering. The rights of the Investor under this Section 4.5 shall terminate upon the first date on which the Investor beneficially owns less than 10% of the outstanding Common Stock.
Preemption Rights. Right of First Offer; Rights of First Refusal. 35 8.2 Involuntary Transfers. 39 8.3 Change of Control 40 8.4 Admission of Transferee. 41 8.5 Rights of Unadmitted Transferees. 42 8.6 Preemptive Rights. 42 8.7 Waiver. 42 Article IX DISSOLUTION AND LIQUIDATION 43 9.1
Preemption Rights. On a PCC Converted Station, CNI's use of the CNI Digital Channel may be preempted only in the following circumstance: (i) use of the CNI Digital Channel is required for HDTV broadcasts and there is no other technologically feasible means (including use of any other portions of the 6 MHz digital channel other than the CNI Digital Channel, or the use of other equipment or technologies, such as digital compression equipment) to achieve the HDTV broadcast without use of the CNI Digital Channel; provided, however, that PCC and Licensees agree to use commercially reasonable efforts to avoid preemption of the CNI Digital Channel for HDTV broadcasts if it is technologically feasible at the time of any such preemption to broadcast HDTV in the 1080i picture format with less than 6 MHz of spectrum; (ii) any preemptions of the CNI Digital Channel for HDTV broadcasts do not exceed twelve (12) hours of each broadcast day; and (iii) CNI receives as much notice as is commercially reasonable of any preemptions for HDTV broadcasts.
Preemption Rights. The following provisions shall apply to any sale of Offered Shares other than a sale in conformity with Clause 7.1.2:
(a) Not later than five Business Days following the receipt of the Sale Notice, the Board of Directors shall send a copy thereof to all the other Shareholders of SETA.
(b) Any one or more of the other SEATA Shareholders shall thereupon be entitled to purchase the Offered Shares on the same terms and conditions as specified in the Sale Notice, provided that, if more than one SETA Shareholder proposes to exercise this right and such SETA Shareholders together wish to purchase a number of Shares in excess of the number of the Offered Shares, the Offered Shares shall be allotted among such SETA Shareholders pro rata to their existing respective shareholdings;
(c) Not later than eight Business Days following receipt of the copy of the Sale Notice, the SETA Shareholders willing to exercise their preemption right shall notify such willingness in writing to the Chairman of the Board of SETA;
(d) At the end of the period referred to in paragraph (c) above, the Board of SETA shall forthwith inform the Seller in writing of the following:
i. the identity of the SETA Shareholders willing to exercise their preemption right, ii. the number of Offered Shares which each SETA Shareholder wishes to purchase,
Preemption Rights. 6.1 Before transferring any of the Warrants to a third party, the Warrantholder is required to first offer the Warrants to the Company or such person that the Company designates (the “Designated Purchaser”).
6.2 The offer notice shall contain information about the number of Warrants that the Warrantholder wishes to transfer and the price such third party offers to pay for the Warrants (the “Offer Notice”).
6.3 The Designated Purchaser shall be entitled to purchase each Warrant for the lower of the Purchase Price and the market value of the Warrant at the date of the Offer Notice, as determined by the Company, using generally accepted valuation models (the “Preemption Right”), The Company may (but is not required to) use the third party’s offer under the Offer Notice, as a basis for the market value of the Warrants.
6.4 The Preemption Right shall be limited to such number of Warrants that are set out below: (i) an Offer Notice within 12 months from the date of this Agreement: [**] Warrants (representing 100% of the Warrants); (ii) an Offer Notice after 12 months, but within 24 months, of this Agreement: [**] Warrants (representing (2/3 of the Warrants); (iii) an Offer Notice after 24 months, but within 36 months, of this Agreement: [**] (representing 1/3) of the Warrants.
6.5 In the event the Warrantholder’s position/assignment with the Company is terminated by the Warrantholder or if the Company terminates the position/assignment by cause of “personal reasons” (Sw: personliga skäl) (or smiliar, in the event of a consultancy agreement), the Warrantholder is required to make an offer to the Designated Purchaser pursuant to 6.2 to 6.4.
Preemption Rights. 6.8.1 No Shareholder shall subscribe or agree to subscribe for any further Ordinary Shares unless such subscription is on a pro rata basis as between all the Shareholders. If one of the Shareholders wishes not to subscribe, the other Shareholder can subscribe to the Shares allocated to the non-participating Shareholder.
6.8.2 The Company shall not allot Ordinary Share to any person unless it shall first have made an offer to each Shareholder to allot to him on the same or more favourable terms a proportion of those Ordinary Shares which is as nearly as practical equal to the proportion in nominal value of shares held by such Shareholder on the record date for any such allotment of such Ordinary Shares, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in their discretion to deal with fractional entitlements or legal or practical problems under the laws of or the requirements of any regulatory authority in any jurisdiction.
Preemption Rights
