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 of the Company (or a Subsidiary) to any Person, the Company will first give (or cause such Subsidiary to give) to each holder of Purchased Shares, Warrants, Warrant Exercise Shares, Warrant Conversion Shares or Preferred Conversion Shares (or some combination thereof) (such holders, the “ROFO Holders”) 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 shares of Common Stock owned by such ROFO Holder, calculated on a fully-diluted basis, bears to the total number of shares of Common Stock then outstanding, calculated on a fully-diluted basis. The ROFO Holders electing to purchase Equity Securities pursuant to this Section 7.04 shall also be entitled to purchase offered Equity Securities that other ROFO Holders decline to purchase (pro rata based on their respective holdings of Common Stock, calculated on a fully-diluted basis). Any such right of purchase shall be exercisable for a period of twenty (20) days after such ROFO Holder receives written notice of the proposed issuance of Equity Securities (and any such notice by the Company or a Subsidiary shall be given not less than twenty (20) nor more than ninety (90) days prior to any such issuance). Any issuance of Equity Securities to any purchaser or other transferee thereof shall be on the same terms or on terms no more favorable to the purchaser or other transferee than the terms offered to the ROFO Holders. If a proposed issuance of Equity Securities is not consummated within the ninety (90) day period established herein, the right of first offer provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered, sold or otherwise transferred unless first reoffered to the ROFO Holders in accordance with this Section 7.04. Notwithstanding the foregoing, the rights of the ROFO Holders under this Section 7.04 shall not apply to any issuance of: (i) capital stock as a stock dividend to holders of capital stock or upon any subdivision or combination of shares of capital stock; (ii) Common Stock upon the conversion of shares of Preferred Stock; (iii) Reserved Employee Shares; (iv) Equity Securities in a merger or acquisition transaction, provided that such transaction (including the issuance of such securities) was approved by the Board of Directors; (v) Equity Securities issued upon conversion or exercise of any options or warrants outstan...
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. (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.
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 timely notice thereof to the Depositary 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 consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • 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 ORCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions:

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Company Right to Purchase For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

  • 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 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, except:

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