Preferential Subscription Rights Sample Clauses

Preferential Subscription Rights. Except for the issue of Shares by the Company as a result of (i) the conversion of the Convertible Notes, the New Convertible Notes and the Existing Convertible Notes; and (ii) any capitalization issue, capital reduction, share split or consolidation, the Subscribers shall have the right to subscribe Shares or convertible notes to be issued by the Company in proportion to their respective shareholding in the Company (the shareholding shall be calculated based on the assumption that the Subscribers have fully converted the New Convertible Notes and all the outstanding convertible notes of the Company have been fully converted by the respective holders) during the term of the New Convertible Notes.

Preferential Subscription Rights. Each Partner shall have a preferential subscription right to purchase such new participations as FMCS may from time to time issue. The Parties agree to waive such preferential rights and therefore allow the entrance in the capital of FMCS of a new Partner, in the event of the issuance of participations or rights, options or securities exercisable for, exchangeable for or convertible into participations in the circumstances set out below and provided the Partners Meeting, in accordance with the provisions of Clause 4.(vii) below, approves a resolution in this sense and provided that article 159 of the Spanish Companies Act ("LEY DE SOCIEDADES ANONIMAS") is complied with and all the Founding Partners have agreed: (i) as compensation to employees or consultants, provided, such compensation does not exceed 15% of the issued and outstanding participations after giving effect to such issuance; (ii) in connection with any BONA FIDE financing transactions with FMCS' lessors, lenders or customers, in the aggregate not to exceed 5 million EUROS if such transactions have previously been approved by the Board of Directors; (iii) in connection with a public offering of FMCS or of FMCE, once the voluntary conversion has been made pursuant to Clause 11; (iv) in payment of the purchase price of any assets or business; or (v) upon exercise or conversion of any right, option or security exercisable for, exchangeable for or convertible into participations which is referred to in paragraphs (i) through (iv) above. Such preferential subscription right shall be exercisable in the respective ratio which the number of fully diluted participations held by each Party at the time of such issue bears to the total number of participations held by all Parties at such time on a fully diluted basis.

Preferential Subscription Rights. Bermuda law does not provide a shareholder with a preemptive right to subscribe for additional issues of a company’s shares unless, and to the extent that, the right is expressly granted to the shareholder under the bye-laws of a company or under any contract between the shareholder and the company. Holders of Golden Ocean’s common shares do not have any such preemptive rights pursuant to Golden Ocean’s bye-laws. Whenever the share capital of ▇▇▇.▇▇▇▇ is increased by means of a contribution in cash or convertible bonds or subscription rights are issued, existing shareholders have the preemptive right to be offered the new securities in proportion to the capital their shares represent at the time of the issue. However, the shareholders’ meeting may decide, under the conditions required for amending the articles of association, that all or part of the (i) new shares to be subscribed in cash, (ii) new convertible bonds or (iii) new subscription rights will not be offered by preference to existing shareholders. In such cases, the meeting may grant existing shareholders a right of priority on the allotment of new shares, and similar provisions apply to the issuance of convertible bonds or subscription rights. The shareholders have authorized the Supervisory Board to restrict or cancel the preferential subscription right in the context of the authorized capital. In ▇▇▇.▇▇▇▇’s interest, the Supervisory Board is authorized, in the framework of authorized capital, to (i) restrict or suspend the preferential subscription rights of the existing shareholders or (ii) restrict or suspend the preferential subscription rights of the existing shareholders in favor of one or more specific persons. If the preferential subscription rights are suspended or restricted, the Supervisory Board may grant a right of priority to the existing shareholders on allotment of the new shares, convertible bonds or subscription rights.

Preferential Subscription Rights. In the event of an increase in the capital of OSILUB, SARPI undertakes not to surpress PROBEX's preferential right of subscription.

Preferential Subscription Rights. Each Shareholder shall have a preferential subscription right to purchase such new participations as FMCF may from time to time issue. The Parties agree to not unreasonably oppose their waiver of such preferential rights and therefore allow the entry in the capital of FMCF of a new shareholder, in the event of the issuance of options or securities, as compensation to employees (provided, such compensation does not exceed 10% of the issued and outstanding fully diluted share capital after giving effect to such issuance), exercisable for, common stock and provided the Shareholders Meeting, approves a resolution in this sense on a proposal from the Board of Directors adopted with the objection or abstention of a maximum of 1 member of the Board.

Preferential Subscription Rights. According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription rights to these securities on a pro rata basis. Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of shares held by them to the issuance of any securities increasing, or that may result in an increase of, our share capital by means of a cash payment or a set-off of cash debts. Pursuant to French law, the preferential subscription rights are transferable during a period equivalent to the subscription period relating to a particular offering but starting two days prior to the opening of the subscription period and ending two days prior to the closing of the subscription period. The preferential subscription rights with respect to any particular offering may be waived at an extraordinary general meeting by a two-thirds vote of our shareholders or individually by each shareholder. Our Executive Board and our independent statutory auditors are required by French law to present reports to the shareholders’ meeting that specifically address any proposal to waive the preferential subscription rights.

Preferential Subscription Rights. 3.3.1 In accordance with sub-section 4 of Article L.225-140 of the French Commercial Code, the Principal Parties agree that the provisions of sub-sections 1, 2 and 3 of said Article shall not apply and that as a result, in the event of a capital increase in cash or of any other issuance giving rise to preferential subscription rights or priority rights (droits de priorite), the preferential subscription rights or priority rights attached to the Transfer Shares shall inure to the exclusive benefit of the Usufruitiers. 3.3.2 In the event that some or all of the Usufruitiers exercise in whole or in part such preferential subscription rights or priority rights in respect of the Transfer Shares, the Principal Parties hereby agree that: (i) shares subscribed for by any Usufruitier in the case of a cash capital increase; and/or (ii) shares issued or delivered pursuant to the exercise by any Usufruitier of a right conferred by securities giving access to Publicis share capital (titres donnant acces au capital) subscribed by such Usufruitier shall be deemed to be Transfer Shares for all purposes of this Agreement. The transfer of any of the shares referred to in clauses (i) and (ii) above (the "New Shares") shall automatically take effect upon the issuance or delivery (as the case may be) of such New Shares and shall be subject to all of the terms and conditions of this Agreement for the remainder of the Term.

Preferential Subscription Rights. 5.1.1 Any future equity financing round of the Company to be realized during the term of this Agreement, other than the investments provided for in this Agreement, requires the prior approval of the Board of Directors and of the Shareholders’ Meeting of the Company. 5.1.2 The Parties agree that all Shareholders shall have the right to subscribe for a proportionate share of any future equity financing round by the Company other than shares issued (i) in an initial public offering; (ii) pursuant to an acquisition by the Company of other corporations; (iii) in favour of a strategic partner (whereby a party being qualifies as a strategic partner if so resolved by a majority of Shareholders representing at least 66.6% of the Company's Shares); (iv) pursuant to an employee stock option plan approved by the Company's Board of Directors; 5.1.3 If the Parties participate in such future equity financing round, any new shares subscribed by them shall be subject to this Agreement in the same way as the shares already held by them. If third parties wish to participate as additional investors in such further equity financing rounds (hereinafter the "Additional Investors"), the Investors may require, as a condition recedent o suc participation and at their discretion, that such Additional Investor(s) join this Agreement or enter into a shareholders’ agreement similar to this Agreement. 5.1.4 Any new Shares not subscribed for by a Shareholder shall be reallocated pro rata amongst other eligible Shareholders.

Preferential Subscription Rights. Subject to the provisions of the Law, any new Shares to be paid-up in cash shall be offered by preference to the existing Shareholders holding Shares within the relevant class in which the new Shares are being issued. Such preferential right of subscription shall be proportional to the fraction of the issued share capital represented by the Shares held by each Shareholder in the relevant class.