Right of pre-emption. In the event of an issuance of common shares every holder of common shares of that class shall have a right of pre-emption with regard to the shares to be issued of that class in proportion to the aggregate amount of his shares of that class, provided however that no such right of pre-emption shall exist in respect of shares to be issued to directors or employees of the company or of a group company pursuant to any option plan of the company.
Right of pre-emption. 9.1 The Company shall not issue and allot any Shares to any person without Shareholder Consent.
9.2 Upon receipt of such consent to the issuing of new Shares from each relevant Shareholder, the Company shall give each Shareholder XXX days’ prior written notice of the terms and conditions of such proposed new issue of Shares and by written notice (Subscriber Notice) to the Company within XXX days of receipt, a Shareholder shall be entitled to subscribe for new Shares (New Shares), the number of which shall be determined with reference to its Applicable Percentage of such Shares at the proposed issue price. The failure of a Shareholder to deliver a Subscriber Notice within the XXX days' notice period shall constitute a waiver of its right to subscribe for the New Shares. Each Shareholder may also indicate in its Subscriber Notice, if it so elects, its desire to subscribe for such New Shares in excess of its Applicable Percentage. If one or more Shareholders decline to subscribe for their Applicable Percentage of the New Shares, then the unaccepted participation of such Shares (Excess New Shares) shall automatically be accepted by the Shareholder who indicated in their Subscriber Notices a willingness to subscribe for Excess New Shares. If more than one Shareholder elects to subscribe for such Excess New Shares, then all such Excess New Shares shall be allocated among such Shareholders pro rata according to their Applicable Percentages. Unless the Shareholders elect to subscribe for all of the New Shares, the Company may issue all, but not less than all, of the remaining New Shares at the price specified by the Company in its notice to the Shareholders, provided that such issue is made to one or more bona fide third party purchasers and made within XXX days after the date such notice was given.
9.3 For the purpose of Clause 9.2, Applicable Percentage shall mean the percentage determined by dividing (i) the number of Shares held by such Shareholder as at the Subscriber Notice by (ii) the total number of issued share capital of the Company.
9.4 The completion of any subscription by the Shareholders of the New Shares under this Clause 9 shall be at such time and place and manner (including forms of payment) as the Company and those Shareholders subscribing for any New Shares may agree upon.
Right of pre-emption. 9.1.1 The Company shall not allot any new Securities ("New Securities") unless such allotment is made pursuant to this clause 9 and each Shareholder has first been given an opportunity to subscribe, at the same time and on the same terms, for its Relevant Proportion of such New Securities ("Pro Rata Entitlement"). Such opportunity shall be offered to each of the Shareholders in the form of a notice in writing from the Company (the "New Issue Notice").
9.1.2 The New Issue Notice shall:
(a) specify the total number of New Securities to be allotted;
(b) specify the Pro Rata Entitlement of each Shareholder;
(c) specify the subscription price of each New Security (which shall be at market value as determined by the Board acting in good faith but in its discretion);
(d) specify a period (being not less than 15 Business Days from the date the New Issue Notice is given) within which the offer, if not accepted, shall be deemed to be declined (the "Issue Notice Period"); and
(e) notify each Shareholder that it may request to purchase New Securities in excess of its Pro Rata Entitlement.
9.1.3 Within the Issue Notice Period, each Shareholder may notify the Company in writing (the "New Issue Response") of the following:
(a) what part (if any) of its Pro Rata Entitlement of the New Securities it is willing to acquire; and
(b) whether or not it is willing to acquire any New Securities in excess of its Pro Rata Entitlement (the "Excess Demand Securities") and the maximum number of Excess Demand Securities that it is willing to acquire (the "Excess Demand Securities Cap").
9.1.4 Any New Issue Response given by a Shareholder pursuant to clause 9.1.3 shall be irrevocable.
9.1.5 The provisions in clause 9.1 shall not apply in respect of any Excluded Issuance.
Right of pre-emption. (a) If Party A or Party B desires to sell its all or part of Shares (“the Sale Shares”), the other Party shall have the right to purchase the Sale Shares under the same terms and at the same price.
(b) Each of Party A and Party B undertakes that each Party shall inform the other Party at least 10 working days prior to the sale of Sale Shares; and the other Party shall, within 10 working days, reply on whether to exercise the right of pre-emption or not. If the other Party does not reply within the above period, such right shall be deemed as waived.
Right of pre-emption. 3.5.1 If the Board proposes to issue any new Securities otherwise than as contemplated under Xxxxxxx
Right of pre-emption. 8.1 Subject to Article 8.9 and the remainder of this Article 8, in the event of an issuance of common shares, every holder of common shares shall have a right of pre-emption with regard to the common shares to be issued in proportion to the aggregate nominal value of his common shares, provided however that no such right of pre-emption shall exist in respect of shares to be issued to employees of the company or of a group company pursuant to any option plan of the company.
8.2 A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
8.3 In the event of an issuance of special voting shares, shareholders shall not have any right of pre-emption.
8.4 The general meeting or the Board of Directors, as the case may be, shall decide when passing the resolution to issue shares in which manner the shares shall be issued and, to the extent that rights of pre-emption apply, within what period those rights may be exercised.
8.5 The company shall give notice of an issuance of shares that is subject to a right of pre-emption and of the period during which such right may be exercised by announcement in the Dutch State Gazette and in a nationally distributed newspaper.
8.6 The right of pre-emption may be exercised during a period of at least two (2) weeks after the announcement in the Dutch State Gazette.
8.7 Subject to Article 8.9, the right of pre-emption may be limited or excluded by a resolution of the general meeting or a resolution of the Board of Directors if the Board of Directors has been designated to do so by the general meeting and provided the Board of Directors has also been authorized to resolve on the issuance of shares. In the proposal to the general meeting to limit or exclude pre-emption rights the reasons for the proposal and a substantiation of the proposed issuance price shall be explained in writing. With respect to designation of the Board of Directors the provisions of the last three sentences of Article 7.3 shall apply mutatis mutandis.
8.8 For a resolution of the general meeting to limit or exclude the right of pre-emption or to designate the Board of Directors as authorized to do so, an absolute majority of the votes cast is required to approve such resolution, provided, however, that if less than one half of the issued share capital is represented at the meeting, then a majority of at least two thirds of the votes cast is required to adopt such resolution. Within eight (8) days from the resolu...
Right of pre-emption. 9.2.1 For avoidance of potential disputes the Shareholders shall agree expressly that the stipulations of the Agreement shall not foreclose the other Shareholders' right of pre-emption provided in the law and the Articles of Association, according to which, upon transfer of a Share to a third person, the other Shareholders have a right of pre-emption for one month after presentation of the transfer agreement (before and hereinafter the Right of Pre-emption). The Shareholder that transferred his/her Share shall submit the transfer agreement to the Management Board of the Company, which informs the other Shareholders immediately of the conclusion of such agreement. The provisions of the Law of Obligations Act concerning the right of pre-emption shall otherwise apply to the right of pre-emption.
Right of pre-emption. Following the expiry of the Lock-up Period, if a shareholder (the “Seller”) receives an offer to acquire all or any part of the Shares owned by it (the “Offer Shares”), it will provide notice of such offer, including the price (the “Offer Price”), to the other shareholder(s) (the “Non-Seller(s)” and the “Offer Notice”). The Non-Sellers may elect to purchase the Offer Shares at the Offer Price by issuing a written confirmation to the Seller within 30 (thirty) business days of the date of the Offer Notice. If the Non-Sellers decline the offer or do not issue a written confirmation to the Seller in response to the Offer Notice within such time period, the Seller will be entitled to sell the Offer Shares to the relevant third party purchaser at a price which is not less than the Offer Price and on terms not less favorable than the terms set out in the Offer Notice within 120 (one hundred and twenty) business days of the expiry of the offer period specified above, subject to obtaining requisite regulatory clearance.
Right of pre-emption. In the event of cessation of activity by the franchisee, for whatever reason, the consortium has a right of pre-emption on the takeover of the franchisee's business. The latter must notify the franchisor of its desire to transfer its establishment, by registered letter with acknowledgement of receipt and then recognizes the consortium's right of pre-emption of its shares at the same prices and conditions set out in Annexes 1, 2 and 3 of this contract. When the franchisor has received a buyout proposal from a third party, the franchisor undertakes to communicate to the franchisee the offer accompanied by the financial conditions proposed by the third party purchasing the establishment. The franchisee then recognizes the franchisor's right to transfer its shares at the same prices and conditions set out in Annexes 1, 2 and 3 of this contract.
Right of pre-emption. In the event that the Buyer intends to sell all or part of the shares sold to a third party (including another shareholder and the Company), the Seller shall be entitled to pre-acquire the Shares sold subject to the following provisions:
1. The Buyer shall provide the Seller with the following information in text form pursuant to § 126b of the German Civil Code (BGB):
i. Name/company and registered office or address of the Buyer
ii. Purchase price or other consideration for the shares sold
iii. Maturity of the purchase price or other consideration, as the case may be
iv. The number and nominal amounts of shares sold which it is intended to resell; and
v. Warranties and guarantees, if any, given by the Seller.
2. After receipt of the notice of sale, the Seller may demand that the Buyer does not sell the sold shares to the third party, but to the Seller on the terms agreed with the third party. The Seller may only exercise this purchase right in full and within one month of receipt of the notice of sale by declaration in text form to the Buyer. After expiry of the exercise period, the purchase right shall expire.
