Right to Purchase New Equity Securities Sample Clauses

Right to Purchase New Equity Securities. Buyer grants to --------------------------------------- Seller the same rights as provided to the "Purchasers" under Section 2.03 of the Preferred Stock Purchase Agreement, and the terms and conditions of such Section are hereby incorporated herein, mutatis mutandis. ---------------- [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Right to Purchase New Equity Securities. Prior to issuing any --------------------------------------- equity securities or any options or convertible securities exercisable for or convertible into such equity securities (collectively, "Equity Securities") of the Company or any Subsidiary to any Person, the Company will first give or cause such Subsidiary to give to each of the holders of the Preferred Shares, the Preferred Conversion Shares, the Warrants and the Warrant Shares the right to purchase, on the same terms, the same proportion of the securities proposed to be sold by the Company or such Subsidiary as the number of Preferred Shares, Preferred Conversion Shares, Warrants and Warrant Shares owned by such holder bears to the total number of shares of Outstanding Common Stock at that time. Persons electing to purchase Equity Securities pursuant to this Section shall also be entitled to purchase (pro rata according to their holdings of Preferred Shares, Preferred Conversion Shares, Warrants and Warrant Shares) offered Equity Securities that other holders decline to purchase. Any such right of purchase shall be exercisable for a period of thirty (30) days after the holders receive written notice of a proposed issuance of Equity Securities (and any such notice by the Company or a Subsidiary shall be given not less than thirty (30) nor more than ninety (90) days prior to any such issuance). The Company shall be entitled to sell any Equity Securities not purchased by the holders of Preferred Shares, Preferred Conversion Shares, Warrants and Warrant Shares pursuant to this Section 3.04 (i) during the period ending six (6) months after the date of the Company's notice to such holders and (ii) at not less than the same price and upon terms not materially less favorable to the Company than those offered to the holders of Preferred Shares, Preferred Conversion Shares, Warrants and Warrant Shares, but may not otherwise sell such Equity Securities without renewed compliance with this Section 3.04. Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Agreement the definition of "Equity Securities" shall not include: (a) up to 500,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary, pursuant to stock option plans or other arrangements that are approv...
Sample 1
Right to Purchase New Equity Securities. (a) Prior to issuing any Units or any options or convertible securities exercisable for or convertible into Units of the Company (collectively, "Equity Securities"), other than Excluded Securities, to any Person, the Company will first give to the Members the right to purchase, on the same terms, the same proportion of the securities proposed to be sold by the Company as the Member Units owned by such Member bears to the total number of Units outstanding at that time, in each case, on a Unit equivalence basis, assuming the conversion of all convertible securities and the exercise of all options and warrants to the extent then exercisable. Any such right to purchase shall be exercisable for a period of 15 days after the Members receive written notice of a proposed issuance of Equity Securities. (b) If any Member is a Regulated Member at the time the Company proposes to issue any Equity Securities as contemplated in subsection (a) above, the Company will, at the Regulated Member's request, offer to sell such Regulated Member the same number of non-voting Equity Securities as the number of Equity Securities that such Regulated Member would be entitled to purchase pursuant to subsection (a) above on the same terms and conditions pursuant to which the other Members purchased Equity Securities pursuant to subsection (a) above. Any such non-voting Equity Securities shall, at any time and at the election of the Regulated Member, be convertible for no additional consideration into the same number of voting Equity Securities. (c) The obligations of the Company under this Section 5 shall terminate upon the consummation of a Qualified Public Offering.
Sample 1
Right to Purchase New Equity Securities. Prior to issuing any equity securities or any options or convertible securities exercisable for or convertible into such equity securities (other than (i) those outstanding as of the Closing Date, (ii) those granted under an Approved Plan, (iii) Common Stock issued upon conversion of the Class A Preferred Stock outstanding on the Closing Date or (iv) pursuant to a merger, share exchange or issuance of securities in connection with the acquisition by the Company of another Person if the Purchasers and the shareholders of the Company immediately prior to such transaction share dilution equally as a result of such transaction) (collectively, "Equity Securities") of the Company or any Subsidiary to any Person, the Company will first give or cause such Subsidiary to give to each of the holders of the Warrants and Warrant Shares the right, to purchase, on the same terms, the same proportion of the securities proposed to be sold by the Company or such Subsidiary as the number of Warrants and Warrant Shares owned by such holder bears to the total number of shares of Outstanding Common Stock at that time. Persons electing to purchase Equity Securities pursuant to this paragraph shall also be entitled to purchase (pro rata according to their holdings of Warrants and Warrant Shares) offered Equity Securities that other holders decline to purchase. Any such right of purchase shall be exercisable for a period of 20 days after the holders receive written notice of a proposed issuance of Equity Securities (any such notice by the Company or a Subsidiary shall be given not less than 20 nor more than 90 days prior to any such issuance).
Sample 1
Right to Purchase New Equity Securities. DIMAC Holdings hereby grants to each TCW Entity the right to purchase, its Pro Rata Share of all New Equity Securities that DIMAC Holdings may, from time to time, propose to sell and issue after the date hereof at the price and on the terms on which DIMAC Holdings proposes to sell such New Equity Securities. The right to purchase New Equity Securities shall be subject to the following additional provisions of this Section.
Sample 1
Right to Purchase New Equity Securities. Prior to issuing any Units or any options or convertible securities exercisable for or convertible into Units of the Company (collectively, "Equity Securities"), other than Excluded Securities, to any Person, the Company will first give to the Members the right to purchase, on the same terms, the same proportion of the securities proposed to be sold by the Company as the Member Units owned by such Member bears to the total number of Units outstanding at that time, in each case, on a Unit equivalence basis, assuming the conversion of all convertible securities and the exercise of all options and warrants to the extent then exercisable. Any such right to purchase shall be exercisable for a period of 10 days after the Members receive written notice of a proposed issuance of Equity Securities. The obligations of the Company under this Section 4 shall terminate upon the consummation of a Qualified Public Offering.
Sample 1

Related to Right to Purchase New Equity Securities

  • GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORBDCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions: (i) within three years after receipt, if such Equity Security is (A) received upon the conversion of a Defaulted Obligation, or (B) received in an exchange initiated by the Obligor to avoid bankruptcy; and (ii) within 45 days after receipt, if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law or contractual restriction, in which case such Equity Security shall be sold as soon as such sale is permitted by applicable law or such contract.

  • GRANT OF THE RIGHT TO PURCHASE COMMON STOCK (a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to the aggregate number of fully paid and non-assessable shares of Common Stock (as defined below) as determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any Attributable Debt, except: (i) Indebtedness created under the Loan Documents and any Permitted Subordinated Indebtedness of the Borrower or its Subsidiaries to the extent the Net Proceeds thereof are used to refinance Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that no Subsidiary that is not a Loan Party shall have any Indebtedness to the Borrower or any Subsidiary Loan Party; (iv) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary Loan Party; (v) Indebtedness and Attributable Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by an amount not greater than fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; provided that (1) such Indebtedness or Attributable Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness and Attributable Debt permitted by this clause (v), together with the aggregate principal amount of Indebtedness and Attributable Debt of the Service Company described in Section 6.18(d)(i) allocated to the Borrower and its Subsidiaries pursuant to the Shared Services Agreement, shall not exceed $15,000,000 at any time outstanding; (vi) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Refinancing Indebtedness in respect thereof; provided that (A) such Indebtedness (other than Refinancing Indebtedness) exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such entity becoming a Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $10,000,000 at any time outstanding; (vii) Indebtedness of the Borrower or any Subsidiary in respect of letters of credit in an aggregate face amount not exceeding $5,000,000 at any time outstanding; (viii) unsecured Indebtedness and Attributable Debt owing to the Service Company incurred pursuant to the Shared Services Transactions; and (ix) other unsecured Indebtedness (other than Indebtedness of the Borrower to any Affiliate of the Borrower) in an aggregate principal amount not exceeding $20,000,000 at any time outstanding. (b) The Borrower will not, nor will it permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests.

  • Right to Purchase Section 11.23

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued: i. no further adjustment of the Warrant Price shall be made upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consequent issue or sale of Convertible Securities or shares of Common Stock; ii. if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time; iii. upon the expiration (or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised, or the expiration of any rights of conversion or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such Convertible Securities the rights of conversion or exchange under which) shall not have been exercised, the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon (and effective as of) such expiration (or such cancellation or retirement, as the case may be), be recomputed as if: (A) in the case of Options or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and (B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (pursuant to Section 3.e hereof) upon the issue or sale of such Convertible Securities with respect to which such Options were actually exercised;

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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