Preemptive Rights Clause Samples
Preemptive rights are provisions that grant existing shareholders the first opportunity to purchase additional shares in a company before those shares are offered to external investors. In practice, when a company issues new stock, shareholders with preemptive rights can buy a proportional amount to maintain their ownership percentage. This clause is designed to protect shareholders from dilution of their ownership and voting power, ensuring they can retain their influence in the company as it raises new capital.
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Preemptive Rights. (a) For so long as the Investor Beneficially Owns at least the Applicable Percentage of the issued and outstanding Company Common Stock (prior to giving effect to the applicable issuance of New Securities), if the Company proposes to issue any shares of the Company Common Stock (including issuances of the Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of the Company Common Stock (upon exercise or in accordance with the terms thereof), but excluding, for the avoidance of doubt, any issuance in connection with the transactions contemplated by the Merger Agreement) (“New Securities”), the Investor shall have the right to subscribe for or purchase up to such number of shares of the Company Common Stock that would allow the Investor to maintain Beneficial Ownership of the issued and outstanding shares of the Company Common Stock, after giving effect to the issuance of the applicable New Securities, that is no less than the Investor’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Shares”); provided, however, that the Investor shall not have this subscription or purchase right to the extent that an issuance of the Preemptive Rights Shares to the Investor would require approval of the stockholders of the Company pursuant to Rule 312 of the New York Stock Exchange Listed Company Manual or any successor rule thereof (the “NYSE Rule”) or ASX Listing Rule 7.1 or any successor rule thereof (the “ASX Rule”), unless such stockholder approval is obtained. Notwithstanding the foregoing, to the extent the Company issues securities, other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of the Company Common Stock, the Investor shall only be entitled to exercise its right to subscribe for or purchase Preemptive Rights Shares pursuant to this Section 2.7 immediately prior to the time that the shares of Company Stock underlying such securities become issued, with such right subject to the actual issuance of the applicable underlying shares of Company Common Stock.
(b) The Company shall provide the right contemplated by Section 2.7(a) to the Investor by delivering a written notice to the Investor (the “Preemptive Rights Notice”) stating (i) the Company’s intention to issue New Securities, (ii) the amount of such New Securities that the Company proposes to issue in the aggregate and, correspondingly, the number...
Preemptive Rights. The Partnership and its Subsidiaries shall not issue (an “Issuance”) debt interests (other than the Senior Credit Debt and other senior Indebtedness that is secured by the assets of and/or the equity interests of the Partnership) or equity interests in the Partnership or its Subsidiaries (including the Subsidiary REIT), other than (a) the issuance of Partnership Interests to the Partners or pursuant to a transfer of Partnership Interests, in each case, that is permitted pursuant to this Agreement (including Article 5), (b) the issuance of Subsidiary REIT Units to the Partnership and the issuance of the Subsidiary REIT Preferred Units, (c) any issuance of ownership interests in a Subsidiary so long as all of the ownership interests in such Subsidiary remain directly or indirectly wholly owned (other than the Subsidiary REIT Preferred Units) by the Partnership following such issuance or (d) the incurrence of Indebtedness under a credit facility otherwise permitted pursuant to this Agreement, to any Person with designations, preferences or relative, economic, participating, optional or other special rights, powers or duties that are preferential to the Preferred Interests, without offering to the Preferred Partners the opportunity to purchase any such debt or equity interests. The General Partner shall notify each Preferred Partner in writing of the proposed Issuance (the “Issuance Notice”) and grant to each such Preferred Partner the right (the “Preemptive Rights”) to subscribe for and purchase its pro rata share, based on the Preferred Partners’ relative Percentage Interests, of the preferential debt or equity interests to be issued in the proposed Issuance at the same price and upon the same terms and conditions to be issued in the proposed Issuance. In order to exercise the preemptive rights granted to it pursuant to this Section 5.5, a Preferred Partner must deliver notice of its election to purchase such preferential debt or equity interests to the General Partner within fifteen (15) Business Days of receipt of the Issuance Notice. A failure to deliver such notice by a Preferred Partner will constitute a waiver by such Preferred Partner of its preemptive rights under this Section 5.5 with respect to the applicable Issuance. To the extent that all of the Preferred Partners do not elect to exercise their Preemptive Rights pursuant to the preceding sentences of this Section 5.5, the remainder of the debt or equity interests subject to the Issuance will be ...
Preemptive Rights. 10.5.1 If the Company at any time or from time to time makes any offering of New Units (as defined in Section 10.5.5 below), each of Cox and MP3 shall first be offered the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, up to the amount of New Units as is required to enable it to maintain its proportionate interest in the Company. The amount of New Units each of Cox and MP3 shall be entitled to purchase shall be determined by multiplying (x) the total number of such offered Units (or, in the case of options, warrants or other rights obligating the Company to issue Units or other equity interests, the total number of such shares covered by such options, warrants or rights), by (y) the Percentage Interest of Cox or MP3, as appropriate.
10.5.2 In the event the Company proposes to offer New Units, it shall give each of Cox and MP3 a written notice of its intention, describing the type of New Units to be offered, and the price and other terms upon which the Company proposes to offer the same. Each of Cox and MP3 shall have ten (10) Business Days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive rights and as to the amount of New Units such Member desires to purchase, up to the maximum amount calculated pursuant to Section 10.5.
1. Such notice shall constitute an agreement of such Member to purchase the amount of New Units so specified upon the price and other terms set forth in the Company's notice to it.
10.5.3 If Cox or MP3 exercises its preemptive right hereunder, the closing of the purchase of the New Units with respect to which such right has been exercised shall take place within forty-five (45) calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of one hundred five (105) calendar days in order to comply with applicable laws and regulations. Each of the Company, Cox and MP3, agrees to use its commercially reasonable efforts to secure any regulatory approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, Sale and purchase of, such New Units.
10.5.4 In the event a Member fails to exercise its preemptive rights provided in this Section 10.5 within said ten (10) Business Day period or, if so exercised, such Member is unable to consummate such purchase within the time period specified in Se...
Preemptive Rights. (a) The Company shall give each Stockholder written notice (an “Issuance Notice”) of any proposed issuance by the Company of any Shares at least ten (10) Business Days prior to the proposed issuance date. The Issuance Notice shall specify the number and class of such Shares and the price at which such Shares are to be issued and the other material terms and conditions of the issuance. Subject to Section 4.02(e) below, if any such Shares are purchased, each Stockholder shall be entitled to purchase such Stockholder’s Pro Rata Share of the Shares proposed to be issued to a third-party, at the price and on the other terms and conditions specified in the Issuance Notice. For purposes of this Section 4.02, “Excluded Securities” shall include any Shares: (i) issued as a dividend or a distribution, (ii) granted or issued to employees, officers, directors, consultants or advisors of the Company or any of its Subsidiaries pursuant to incentive agreements, equity purchase or equity option plans, equity bonuses or awards, warrants, contracts or other arrangements that are approved by the Board, (iii) issued or issuable to lenders or lessors in connection with any financing or leasing transactions, (iv) issued pursuant to the acquisition of another Person by the Company or any of its Subsidiaries by consolidation, merger, purchase or other transaction in which the Company or such Subsidiary acquires, in a single transaction or series of related transactions, a material amount of the assets or equity ownership of such other Person, (v) issued to Persons who the Board in good faith reasonably believes will provide strategic benefits to the Company or any of its Subsidiaries and (vi) issued in connection with an Initial Public Offering.
(b) Each Stockholder may exercise his or her rights under this Section 4.02 by delivering notice of his or her election to purchase such Shares to the Company, within ten (10) Business Days of receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number (or amount) of Shares to be purchased by such Stockholder submitting such notice) by such Stockholder shall constitute a binding agreement of such Stockholder to purchase, at the price and on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of Shares specified in such Stockholder’s notice. If, at the termination of such ten (10) Business Day- period, any Stockholder shall not have exercised his or her rights to ...
Preemptive Rights. (a) Subject to Section 3.9, for so long as any Investor Beneficially Owns Investor Shares representing at least five percent (5%) of the Outstanding Stock, such Investor shall have, the right to purchase, in accordance with the procedures set forth herein, its pro rata portion, calculated based on the number of Investor Shares held by such Investor as a percentage of the Outstanding Stock prior to issuance of the New Shares (such Investor’s “Pro Rata Portion”) of any New Shares that the Company may, from time to time, propose to sell and issue (hereinafter referred to as the “Preemptive Right”).
(b) In the event that the Company proposes to issue and sell New Shares, the Company shall notify each of the Investors in writing with respect to the proposed New Shares to be issued (the “New Shares Notice”). Each New Shares Notice shall set forth: (i) the number of New Shares proposed to be issued by the Company and the purchase price therefor; (ii) each Investor’s Pro Rata Portion of such New Shares; and (iii) any other material term (including, if known, the expected date of consummation of the purchase and sale of the New Shares).
(c) Each Investor (together with its Affiliates) shall be entitled to exercise its right to purchase New Shares by delivering an irrevocable written notice to the Company within fifteen (15) days from the date of receipt of any such New Shares Notice specifying the number of New Shares to be subscribed, which in any event can be no greater than such Investor’s Pro Rata Portion of such New Shares at the price and on the terms and conditions specified in the New Shares Notice.
(d) If the Investors (together with their Affiliates) do not elect within the applicable notice period described above to exercise their Preemptive Rights with respect to any of the New Shares proposed to be sold by the Company, the Company shall have ninety (90) days after expiration of such notice period to sell such unsubscribed New Shares proposed to be sold by the Company, at a price and on terms no more favorable to the purchaser than those set forth in the New Shares Notice. If the Company does not consummate the sale of the unsubscribed New Shares in accordance with the terms of the New Shares Notice within such ninety (90)-day period, then the Company may not issue or sell such New Shares unless it sends a new New Shares Notice and once again complies with the provisions of this Section 3.8 with respect to such New Shares.
(e) Each Investor (together wi...
Preemptive Rights. No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) the issuance or sale of any Partnership Units or other Partnership Interests.
Preemptive Rights. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its securities.
Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence.
(b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities.
(c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90)...
Preemptive Rights. (a) Except as set forth in Section 3.5(c), the Maker shall not issue or sell any shares of Common Stock or other securities, or any rights or options to purchase Common Stock or other securities, or any debt or shares convertible into or exchangeable for Common Stock or other securities, whether now or hereafter authorized and whether unissued or in the treasury (collectively, “Preemptive Shares”), unless the Holder shall first have been given the right to acquire, at a price no less favorable than that at which such Preemptive Shares are to be offered to others, a portion of the Preemptive Shares, as provided in Section 3.5(b).
(b) The Maker shall give the Holder prior written notice of any proposed issuance or sale described in Section 3.5(a), including the price at which such securities are to be offered and the time period for the offering, and the Holder shall have thirty (30) days from the giving of such notice within which to elect to acquire that number of the Preemptive Shares equal to the product of the total number of Preemptive Shares being offered and a fraction, determined as of the time immediately prior to the issuance of the Preemptive Shares, the numerator of which is equal to the sum of (i) the number of shares of Common Stock then outstanding as a result of the conversion of this Note, and (ii) the number of shares of Common Stock into which this Note could be converted, and the denominator of which is equal to the sum of (x) the number of shares of Common Stock then outstanding, (y) the number of shares of Common Stock into which this Note could be converted, and (z) the number of shares of Common Stock issuable upon conversion or exercise of all outstanding options, warrants and other rights for the purchase of capital stock of the Company, and all outstanding shares of all series of preferred stock (such number of Preemptive Shares being referred to herein as the “Common Stock Preemptive Shares”). The Holder may acquire that portion of the Common Stock Preemptive Shares being offered equal to its percentage ownership of the outstanding Common Stock immediately preceding the issuance of the Preemptive Shares. If any transaction specified by the Maker in any such notice shall not be consummated within one hundred twenty (120) days from the date of such notice, the Corporation shall again comply with the provisions of this Section 3.5 with respect to such transaction, and the Holder shall again have preemptive rights hereunder with resp...
Preemptive Rights. (a) Subject to Sections 5.03(c) and 9.03, in the event that the Company proposes to Transfer (or issue pursuant to a Transfer constituted by an offer) any shares of, or securities convertible into or exercisable or exchangeable for any shares of, Company Capital Stock (“Additional Stock”) pursuant to an Eligible Offering, the Company shall deliver a written notice (a “Preemptive Notice”) thereof to each Stockholder at least twenty days prior to the consummation of such Eligible Offering. The Preemptive Notice shall:
(i) state the Company’s bona fide intention to offer such Additional Stock;
(ii) state the number and class of shares of such Additional Stock to be offered;
(iii) state the price and terms upon which it proposes to offer such Additional Stock; and
(iv) contain an offer to sell to each Stockholder at the same price and for the same consideration to be paid by purchasers in the Eligible Offering, an amount sufficient for such Stockholder to maintain its Pro Rata Portion of the Company Capital Stock prior to the issuance of Company Capital Stock pursuant to the Eligible Offering.
(b) For a period of 15 days following the delivery of such Preemptive Notice, each Stockholder (including Société Générale as fiduciary for each Manager severally) shall be entitled, by written notice to the Company, to elect to purchase all or part of the Additional Securities described therein. To the extent that an election pursuant to this Section 5.03 is not made by a Stockholder within such 15 day period, such Stockholder (and each Manager) shall be deemed to have rejected such offer. In the event that any such offer is accepted by any Stockholder or by Société Générale as fiduciary for any Manager, the Company shall sell to such Stockholder, and such Stockholder shall purchase from the Company (in the case of Société Générale, as fiduciary for such Manager), for the consideration and on the terms set forth in the Preemptive Notice, the securities that such Stockholder or Société Générale has elected to purchase at the same time as the consummation of the Eligible Offering.
(c) This Section 5.03 shall not apply to the Transfer (or the issuance pursuant to a Transfer constituted by an offer) by the Company from time to time of additional shares of the Company Capital Stock to Société Générale as fiduciary for employees, directors and/or advisory board members of the Company or its Affiliates, unless such Transfer would cause the aggregate number of shares held by So...