Common use of PURCHASE RIGHTS OF SHAREHOLDERS Clause in Contracts

PURCHASE RIGHTS OF SHAREHOLDERS. Subject to the limitations specified in Section 2 of the Standstill Agreement, if then in effect: (a) The Company shall give each Shareholder at least thirty (30) days (and, when possible, at least ninety (90) days) prior written notice of the issuance by the Company of any shares of Voting Stock or any other shares of capital stock of the Company and any options, warrants, convertible securities, or other rights to acquire Voting Stock or other capital stock of the Company or securities exercisable or convertible for Voting Stock or other capital stock of the Company (collectively, "NEW SECURITIES") as a result of which a Shareholder's percentage of beneficial ownership of Voting Stock would be reduced, either immediately upon issuance of such New Securities or upon the exercise or conversion thereof. (b) Such notice must set forth (i) the approximate number and type of New Securities proposed to be issued and sold and the material terms of such New Securities, (ii) the proposed price or range of prices at which such New Securities are proposed to be sold and the terms of payment, and (iii) any other material feature, term or condition relating to such New Securities or the proposed sale thereof. Upon receipt of such notice from the Company, each Shareholder will have the right, but not the obligation, to elect, within thirty (30) days of receipt of the Company Notice, to purchase up to its pro rata share of such New Securities (calculated on a fully diluted basis). Such pro rata share, for purposes of this Section 3.4, for any Shareholder, shall be the ratio of (x) the sum, without duplication, of the total number of shares of Voting Stock and any other shares of capital stock of the Company held by such Shareholder prior to the issuance of New Securities (assuming the full exercise or conversion of any options, warrants, convertible securities exercisable or convertible for Voting Stock or other capital stock of the Company) to (y) the sum, without duplication, of the total number of shares of Voting Stock and any other shares of capital stock of the Company outstanding immediately prior to the issuance of New Securities held by all stockholders of the Company, (assuming the full exercise or conversion of any options, warrants, convertible securities exercisable or convertible for Voting Stock or other capital stock of the Company). (c) Each Shareholder's purchase must be on the same terms and conditions as the balance of such issuance of New Securities; provided, however, if the sale price at which the Company proposes to issue, deliver or sell any New Securities is to be paid with consideration other than cash, then the purchase price at which a Shareholder may acquire its portion of such New Securities will be equal in value to such consideration (as determined in good faith by the Board) but payable entirely in cash. (d) The closing of each Shareholder's purchase of its portion of such New Securities will occur simultaneously with the closing of the balance of the issuance of such New Securities; provided, however, that if as of the date of such closing all the necessary approvals of Governmental or Regulatory Authority required in connection with the issuance of such New Securities have not been obtained by the Company and/or any Shareholder, then (i) such Shareholder will not be required to effect the purchase of its portion of such New Securities until all the necessary approvals of any Governmental or Regulatory Authority are obtained, and (ii) the Company may terminate such Shareholder's right to purchase its portion of such New Securities if such Shareholder fails to obtain any necessary approvals of any Governmental or Regulatory Authority applicable only to such Shareholder within one hundred and twenty (120) days of the closing of the balance of the issuance of such New Securities. (e) If at any time the terms of a proposed issuance of New Securities are materially changed, altered or modified from those stated in the Company's notice to the Shareholders of the proposed issuance thereof, then such proposed issuance will be treated as a new issuance of New Securities, subject to the notice obligation of the Company set forth in Section 3.4(a) and any election of a Shareholder to purchase its portion of such New Securities prior to such change, alteration or modification may, in the sole discretion of such Shareholder be withdrawn. (f) Notwithstanding the foregoing, if shares of Voting Stock are issued or options granted pursuant to an Equity Plan, such shares shall not be considered New Securities, and the purchase rights granted pursuant to this Section 3.4 shall not be applicable.

Appears in 3 contracts

Samples: Shareholders Agreement (Nye Telenor East Invest As), Shareholders Agreement (Golden Telecom Inc), Shareholder Agreement (Cavendish Nominees LTD)

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PURCHASE RIGHTS OF SHAREHOLDERS. Subject to the limitations specified in Section 2 of the Standstill Agreement, if then in effect: (a) The Company shall give each Shareholder at least thirty (30) days (and, when possible, at least ninety (90) days) prior written notice of the issuance by the Company of any shares of Voting Stock or any other shares of capital stock of the Company and any options, warrants, convertible securities, or other rights to acquire Voting Stock or other capital stock of the Company or securities exercisable or convertible for Voting Stock or other capital stock of the Company (collectively, "NEW SECURITIESNew Securities") as a result of which a Shareholder's percentage of beneficial ownership of Voting Stock would be reduced, either immediately upon issuance of such New Securities or upon the exercise or conversion thereof. (b) Such notice must set forth (i) the approximate number and type of New Securities proposed to be issued and sold and the material terms of such New Securities, (ii) the proposed price or range of prices at which such New Securities are proposed to be sold and the terms of payment, and (iii) any other material feature, term or condition relating to such New Securities or the proposed sale thereof. Upon receipt of such notice from the Company, each Shareholder will have the right, but not the obligation, to elect, within thirty (30) days of receipt of the Company Notice, to purchase up to its pro rata share of such New Securities (calculated on a fully diluted basis). Such pro rata share, for purposes of this Section 3.4, for any Shareholder, shall be the ratio of (x) the sum, without duplication, of the total number of shares of Voting Stock and any other shares of capital stock of the Company held by such Shareholder prior to the issuance of New Securities (assuming the full exercise or conversion of any options, warrants, convertible securities exercisable or convertible for Voting Stock or other capital stock of the Company) to (y) the sum, without duplication, of the total number of shares of Voting Stock and any other shares of capital stock of the Company outstanding immediately prior to the issuance of New Securities held by all stockholders of the Company, (assuming the full exercise or conversion of any options, warrants, convertible securities exercisable or convertible for Voting Stock or other capital stock of the Company). (c) Each Shareholder's purchase must be on the same terms and conditions as the balance of such issuance of New Securities; provided, however, if the sale price at which the Company proposes to issue, deliver or sell any New Securities is to be paid with consideration other than cash, then the purchase price at which a Shareholder may acquire its portion of such New Securities will be equal in value to such consideration (as determined in good faith by the Board) but payable entirely in cash. (d) The closing of each Shareholder's purchase of its portion of such New Securities will occur simultaneously with the closing of the balance of the issuance of such New Securities; provided, however, that if as of the date of such closing all the necessary approvals of Governmental or Regulatory Authority required in connection with the issuance of such New Securities have not been obtained by the Company and/or any Shareholder, then (i) such Shareholder will not be required to effect the purchase of its portion of such New Securities until all the necessary approvals of any Governmental or Regulatory Authority are obtained, and (ii) the Company may terminate such Shareholder's right to purchase its portion of such New Securities if such Shareholder fails to obtain any necessary approvals of any Governmental or Regulatory Authority applicable only to such Shareholder within one hundred and twenty (120) days of the closing of the balance of the issuance of such New Securities. (e) If at any time the terms of a proposed issuance of New Securities are materially changed, altered or modified from those stated in the Company's notice to the Shareholders of the proposed issuance thereof, then such proposed issuance will be treated as a new issuance of New Securities, subject to the notice obligation of the Company set forth in Section 3.4(a) and any election of a Shareholder to purchase its portion of such New Securities prior to such change, alteration or modification may, in the sole discretion of such Shareholder be withdrawn. (f) Notwithstanding the foregoing, if shares of Voting Stock are issued or options granted pursuant to an Equity Plan, such shares shall not be considered New Securities, and the purchase rights granted pursuant to this Section 3.4 shall not be applicable.

Appears in 2 contracts

Samples: Shareholders Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Shareholders Agreement (Alfa Telecom LTD)

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