Preemptive Rights Notice Sample Clauses

Preemptive Rights Notice. The Company shall give a written notice (the “Preemptive Rights Notice”) to the Preemptive Right Holders, stating in reasonable detail (a) its bona fide intention to offer such Preemptive Right Securities, (b) the number of such Preemptive Right Securities to be offered, (c) the purchase price and payment terms, if any, upon which it proposes to offer such Preemptive Right Securities, (d) the twenty-five (25) day period from the delivery of such Preemptive Rights Notice in which such Preemptive Right Holder’s preemptive right may be exercised hereunder, and the procedures for the exercise of preemptive rights consistent with the procedures set forth herein, and (e) each Preemptive Right Holder’s Percentage Interest.
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Preemptive Rights Notice. The Partnership shall send written notice of a Preemptive Right (the “Preemptive Rights Notice”) to each Investor. The Preemptive Rights Notice shall set forth all of the terms and conditions of the Preemptive Right.
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Preemptive Rights Notice. The Board shall give written notice of a proposed issuance or sale of Preemptive Securities (a “Preemptive Rights Notice”) to each Preemptive Rights Holder within five Business Days following any meeting of the Board or Members at which any such issuance or sale is approved, if applicable, and in any event at least 20 days prior to the proposed issuance or sale or other determination to issue such Preemptive Securities. Such Preemptive Rights Notice shall describe in reasonable detail (i) the Preemptive Securities to be offered by the Company, (ii) the purchase price and other terms with respect to such offering, and (iii) each Preemptive Rights Holder’s Preemptive Rights Portion, and shall inform the Preemptive Rights Holder that such Preemptive Rights Holder may provide a 4859-2554-6723 v.3 statement in its Preemptive Rights Exercise Notice regarding its desire to purchase a number of Preemptive Securities in excess of such Preemptive Rights Holder’s Preemptive Rights Portion pursuant to Section 3.6(e).
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Preemptive Rights Notice. If the Company desires to sell or issue any of its equity securities, other than Excluded Shares , the Company shall deliver a notice in the manner specified in Section 8.4 (“Preemptive Rights Notice”) to the Investor and the Class A Preferred Holders stating (i) its bona fide intention to offer such securities for sale, (ii) the number of such securities proposed to be sold if Investor and the Class A Preferred Holders do not exercise their rights under this Section 4, and (iii) the price and terms upon which it proposes to offer such securities for sale.
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Preemptive Rights Notice. In the event that the Company proposes to undertake an issuance or sale, or enter into any agreements providing for the issuance or sale, of any New Securities other than Permitted Issuances (each a “Subject Issuance”), the Company shall deliver a written notice (the “Preemptive Rights Notice”) of the principal terms thereof to each Stockholder at least thirty (30) days prior to the proposed Subject Issuance. The Preemptive Rights Notice shall specify the number and class of New Securities to be issued in the Subject Issuance, the proposed consideration with respect to such proposed Subject Issuance and any other material terms and conditions of such proposed Subject Issuance.
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Related to Preemptive Rights Notice

  • Preemptive Rights (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

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