Preemptive Offer Notice Clause Samples
A Preemptive Offer Notice clause requires a party intending to sell its interest in an asset or company to first notify other specified parties, typically giving them the opportunity to purchase the interest before it is offered to external buyers. In practice, this means that if a shareholder wishes to sell their shares, they must inform the other shareholders and allow them to match the terms of any potential third-party offer. This clause helps maintain control within a defined group and prevents unwanted third parties from acquiring an interest, thereby protecting the existing parties' interests and ensuring stability in ownership.
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Preemptive Offer Notice. (a) Not less than twenty (20) days before a proposed issuance of securities other than in connection with an issuance permitted under Section 4.1(c) (a “Proposed Issuance”), the Company shall deliver to each Preferred Shareholder a written notice (a “Preemptive Offer Notice”) which shall set forth (i) the number, type and terms of such Issuance Securities, (ii) the consideration to be received by the Company in connection with the Proposed Issuance and (iii) a summary of any other material terms and conditions of the Proposed Issuance, including the name of the Proposed Recipient and the proposed issuance date.
(b) The Company shall, by delivering the Preemptive Offer Notice, offer each Preferred Shareholder the option to acquire all or any portion of its pro rata share of the Issuance Securities (the “Preemptive Offer”). Such Preemptive Offer Notice shall also be accompanied by any written offer, if any, from the Proposed Recipient to purchase such Issuance Securities. The Preemptive Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Preemptive Offer is accepted during such periods, until the consummation of the issuance contemplated by the Preemptive Offer).
Preemptive Offer Notice. Not later than ten Business Days prior to any issuance of New Debt or Equity Interests giving rise to Preemptive Rights under Section 4.1, the Company shall deliver to each Preemptive Rights Holder a notice (the “Preemptive Offer Notice”) that (i) includes the principal terms and conditions of the proposed issuance, including (A) the number of New Debt or Equity Interests proposed to be issued, (B) the price per unit of the New Debt or Equity Interests and (C) the proposed issuance date, (ii) sets forth such Preemptive Rights Holder’s Proportionate Percentage and (iii) offers to sell to such Preemptive Rights Holder its Proportionate Percentage of such New Debt or Equity Interests and of such New Debt or Equity Interests as shall not have been subscribed for by the other Preemptive Rights Holders (as hereinafter provided), in each case at the price and on the terms and conditions set forth therein. The Preemptive Offer Notice shall by its terms remain open for a period of ten Business Days from the date of delivery thereof (the “Election Period”) and shall specify the date on which the New Debt or Equity Interests will be sold to accepting Preemptive Rights Holders (which shall be at least five Business Days but not more than 180 days after the date of delivery of the Preemptive Offer Notice). The failure of any Preemptive Rights Holder to respond to the Preemptive Offer Notice during the Election Period shall be deemed a waiver of such Preemptive Rights Holder’s Preemptive Rights with respect to the applicable Preemptive Offer Notice.
Preemptive Offer Notice. (a) Not less than fifteen (15) Business Days before a proposed issuance of Equity Securities other than in connection with an issuance permitted under Section 4.1(c) (a “Proposed Issuance”), the Company shall deliver to each Preemptive Right Holder a written notice (a “Preemptive Offer Notice”) which shall set forth (i) the number and type of such Issuance Securities, (ii) the consideration to be received by the Company in connection with the Proposed Issuance and (iii) the proposed issuance date.
(b) The Company shall, by delivering the Preemptive Offer Notice, offer each Preemptive Right Holder the option to acquire all or any portion of its pro rata share of the Issuance Securities (the “Preemptive Offer”).
Preemptive Offer Notice. Not later than ten Business Days prior to any issuance of New Securities giving rise to Preemptive Rights under Section 4.1, the Company shall deliver to each Preemptive Rights Holder a notice (the “Preemptive Offer Notice”) that
(i) includes the principal terms and conditions of the proposed issuance, including (A) the number of New Securities proposed to be issued, (B) the price per unit of the New Securities and