RIGHT OF PREFERENCE Sample Clauses

RIGHT OF PREFERENCE. By virtue of the subscription of this contract, the VENDOR grants in favor of the PURCHASER a right of preference to acquire 100 % (one hundred per cent) of the SHARES, once these can be legally exercised and sold in the corresponding stock market. For such a purpose, the VENDOR commits itself as of this moment to notify in writing and in all opportunity to the PURCHASER of its intention of selling part or the totality of the SHARES. The PURCHASER will enjoy a time term of 30 (thirty) natural days to exercise the described right. In the event the PURCHASER decides not to exercise his right of preference or simply does not answer in writing the VENDOR’S notification of this latter’s intention of sale within the described time term, he will be free to go ahead and sell the SHARES in the corresponding stock market, heeding to the adjustment process of amount of shares and guaranteed price per share described in the above Third Clause.
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RIGHT OF PREFERENCE. In the event of a capital increase in cash, the Shareholders have a right of preference as stated in article 592 of the Belgian Company Code. This means that shares in the Company to be subscribed in cash shall first be offered to the existing Shareholders in proportion to the number of Shares they detain. Each of the Shareholders shall have the right, but not the obligation, to exercise its pro rata preferential subscription right and to subscribe to the newly created shares in the Company. The Shareholders shall equally have, at the same terms, a pro rata preferential subscription right with respect to shares in the Company to be subscribed in kind. The general meeting of shareholders shall in that case determine the terms and conditions of the exercise of the pro rata preferential subscription right.
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RIGHT OF PREFERENCE. According to the agreement of the Option Contract and in compliance with the Article Nine of the Articles of Association of JPQ, THE BUYER has a preferential acquisition right regarding the 18% of shares representing the share capital of JPQ, which is held by THE SELLER. In this act, the parties hereby ratify the validity of the aforesaid right; likewise, THE SELLER expressly renounces any current and/or future preferential right to acquire TRAMARSA shares, as that right shall correspond to THE BUYER only.
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RIGHT OF PREFERENCE. Any total or partial Transfer of the rights and obligations arising out of this Contract, except the transactions considered as Assignment for the purpose of lines b), c) and d) of paragraph 30.2 of Clause Thirty, will be subject to the following procedure. Once the final terms and conditions of as Assignment have been duly negotiated by the transferor, it will disclose the final commercial terms and conditions that are relevant to the acquisition of the share (and, if applicable, the determination of the amount of money to purchase the share) by means of a notification to the other Contracted Parties, whose notification will be accompanied by a copy of all documents establishing such terms and conditions. Each Contracted Party will have the right to acquire the shares of the transferor as per the final commercial terms and conditions described in the notification provided for in paragraph 6.2 if, within 30 (thirty) days after the notification of the transferor, such Party delivers to all the other Contracted Parties a counter-notification that it accepts these terms and conditions without reservations or conditions. If no Contracted Party delivers such counter-notification, the Transfer between the transferor and the transferee described in the notification referred to in paragraph 6.2 may be completed, subject to other provisions of Clause 30 of this Contract, under terms and conditions no more favorable to the transferee than those arranged in the notification of paragraph 6.2 for the Contracted Parties, provided the Transfer is completed within 180 (one hundred and eighty) days after the date of notification. No Contracted Party will have the right or will be forced to buy any asset other than the rights and obligations of the transferor in relation to this Contract and the shares of the transferor in the Consortium, regardless of other transactions being included in the Assignment.
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RIGHT OF PREFERENCE. When the Ordinary Stockholders’ Meeting resolves the issuance of new stocks; previous stockholders will have the preference to subscribe the new ones according to the proportion of stocks each one holds, being able to exercise this right until thirty (30) days after the Meeting in which the issuance was decided. In case this right is not exercised, the unsubscribed stocks will be distributed proportionally among the stockholders requesting it. If unsubscribed stocks remain, they will be offered to third parties by the Board.
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RIGHT OF PREFERENCE. When the Ordinary Stockholders’ Meeting resolves the issuance of new stocks; previous stockholders will have the preference to subscribe the new ones according to the proportion of stocks each one holds, being able to exercise this right until thirty (30) days after the Meeting in which the issuance was decided. In case this right is not exercised, the unsubscribed stocks will be distributed proportionally among the stockholders requesting it. If unsubscribed stocks remain, they will be offered to third parties by the Board. ARTICLE TENTH: In case of default in the payment of subscribed stocks, the rights of the respective stocks or provisional certificates will lapse automatically, in which case, the
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RIGHT OF PREFERENCE. 4.4.1 There are no rights of preference for current shareholders of the Issuer in the subscription of the Debentures.
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RIGHT OF PREFERENCE. CAESS is obligated to grant to GENERATOR the preferential right to supply any amount of Electrical Energy that might be required in the future in excess of the contracted amounts agreed upon by GENERATOR and CEL. GENERATOR must reply as to whether it will accept the offer to purchase, no later than twenty (20) days from the date GENERATOR receives the written request made by CAESS The conditions, terms and price of the new Contract shall be agreed upon independently of the covenants contained in this Contract.
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Related to RIGHT OF PREFERENCE

  • Reservation of Preferred Stock The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

  • MARGIN OF PREFERENCE If the TDS so specifies, the Procuring Entity will grant a margin of preference of 15% (fifteen percent) to Tenderers offering goods manufactured, mined, extracted, grown, assembled or semi-processed in Kenya. Goods assembled or semi-processed in Kenya shall have a local content of not less than 40%.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Stock in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Order of Preference In the case of any inconsistency or conflict among the specific provisions of the State Entity Standard Contract Terms and Conditions (including any amendments accepted by both the State Entity and the Contractor attached hereto), the RFX (including any subsequent addenda), and the Contractor’s Response, any inconsistency or conflict shall be resolved as follows: (i) First, by giving preference to the specific provisions of the State Entity Standard Contract Terms and Conditions. (ii) Second, by giving preference to the specific provisions of the RFX. (iii) Third, by giving preference to the specific provisions of the Contractor’s Response, except that objections or amendments by a Contractor that have not been explicitly accepted by the State Entity in writing shall not be included in this Contract and shall be given no weight or consideration.

  • Waiver of Preemptive Rights The Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the Corporation as the Subscriber’s power of attorney solely for the purpose of waiving any prior or preemptive right which the Subscriber may have under applicable law to further issues of Securities of the Corporation.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such Transfer Tax is due.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Rights of the Holder The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

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