Common use of Preemptive Rights Generally Clause in Contracts

Preemptive Rights Generally. In order to enable the Investors who invest $500,000 or more in this offering to maintain their fully-diluted ownership position in the Company, if the Company proposes to issue, sell or exchange, agree to issue, sell or exchange, or reserves or sets aside for issuance, sale, or exchange, in a private transaction (i) any equity security of the Company, (ii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any debt security referred to in clause (i) or (ii) above (collectively, "Securities") to any person or entity at any time, the Company shall, before such proposal, deliver to the Investor an offer (the "Preemptive Offer") to issue such number of Securities to the Investor to enable the Investor to retain the ownership position in the Company that it held immediately prior to the proposed issuance, sale, or exchange (the "Offered Securities") upon the terms set forth in this Section 6. The Preemptive Offer shall state that the Company proposes to issue such Securities and specify their number and terms (including purchase price). The Preemptive Offer shall remain open for a period of seven days (the "Preemptive Period") from the date of its delivery unless earlier withdrawn by the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Protocall Technologies Inc), Securities Purchase Agreement (Protocall Technologies Inc), Securities Purchase Agreement (Protocall Technologies Inc)

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Preemptive Rights Generally. In order to enable the Investors who invest $500,000 or more in this offering to maintain their fully-diluted ownership position in the Company, if the Company proposes to issue, sell or exchange, agree to issue, sell or exchange, or reserves or sets aside for issuance, sale, or exchange, in a private transaction (i) any equity security of the Company, (ii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any debt security referred to in clause (i) or (ii) above (collectively, "Securities") to any person or entity at any time, the Company shall, before such proposal, deliver to the Investor an offer (the "Preemptive Offer") to issue such number of Securities to the Investor to enable the Investor to retain the ownership position in the Company that it held immediately prior to the proposed issuance, sale, or exchange (the "Offered Securities") upon the terms set forth in this Section 6. The Preemptive Offer shall state that the Company proposes to issue such Securities and specify their number and terms (including purchase price). The Preemptive Offer shall remain open for a period of seven days (the "Preemptive Period") from the date of its delivery unless earlier withdrawn by the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Protocall Technologies Inc), Securities Purchase Agreement (Protocall Technologies Inc)

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Preemptive Rights Generally. In order to enable the Investors who invest $500,000 or more in this offering Investor to maintain their its fully-diluted ownership position in the Company, if the Company proposes to issue, sell or exchange, agree to issue, sell or exchange, or reserves or sets aside for issuance, sale, or exchange, in a private transaction (i) any equity security of the Company, (ii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any debt security referred to in clause (i) or (ii) above (collectively, "Securities") to any person or entity at any time, the Company shall, before such proposal, deliver to the Investor an offer (the "Preemptive Offer") to issue such number of Securities to the Investor to enable the Investor to retain the ownership position in the Company that it held immediately prior to the proposed issuance, sale, or exchange (the "Offered Securities") upon the terms set forth in this Section 6. The Preemptive Offer shall state that the Company proposes to issue such Securities and specify their number and terms (including purchase price). The Preemptive Offer shall remain open for a period of seven days (the "Preemptive Period") from the date of its delivery unless earlier withdrawn by the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Protocall Technologies Inc)

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