Right to Purchase New Securities. Except as otherwise provided in this Section 4.4 (including Section 4.4(e) hereof), the Company hereby grants to each Stockholder that, together with its Affiliates, holds of record at least one percent (1%) of the Outstanding Company Common Stock (the “Qualified Stockholder”) the right to purchase its pro rata share of any and all issuances, sales or distributions of New Securities proposed to be made by the Company or any of its Subsidiaries as set forth herein. Notwithstanding the foregoing, or anything herein to the contrary, if the purchase by any Qualified Stockholder of its pro rata share of the New Securities would not be permitted without the prior approval of a governmental body of applicable jurisdiction (including the U.K. Financial Conduct Authority), such approval has not been obtained, and such approval would not be required if the Qualified Stockholder were to purchase Limited Warrants in lieu of some or all of the New Securities, then, under this Section 4.4, the offer to such Qualified Stockholder shall be the right to purchase the number of Limited Warrants (at the same price as the New Securities) and New Securities that would result from making such a substitution.
Right to Purchase New Securities. (a) The Company hereby grants to each Member (the “Preemptive Participants”) the right to purchase its Preemptive Portion (calculated in accordance with Section 12.1(c)) of all or any part of New Securities that the Company may, from time to time, propose to sell or issue (the “Equity Purchase Right”). The number of New Securities that the Members may purchase pursuant to this Section 12.1(a) shall be referred to as the “Equity Purchase Units.” The Equity Purchase Right provided in this Section 12.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security, and not to the conversion or exchange pursuant to its terms or exercise thereof. For the avoidance of doubt, in no event shall the Company or any Member be required to comply with both Section 9.4 and this Section 12.1 with respect to the same transaction.
(b) The Company shall give written notice (the “Issuance Notice”) of a proposed issuance or sale described in Section 12.1(a) to the Preemptive Participants within five Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 15 days prior to the proposed issuance or sale. The Issuance Notice shall set forth the material terms and conditions of such proposed transaction, including (i) the number or amount and description of the New Securities proposed to be issued, (ii) the proposed issuance date and (iii) the proposed purchase price per New Security, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value thereof.
(c) The total number of New Securities that each Preemptive Participant shall be entitled to purchase shall be equal to the product of (i) the total number of New Securities to be issued by the Company on the applicable issuance date and (ii) a fraction (A) the numerator of which is the number of Units beneficially owned by such Preemptive Participant and its Affiliates immediately prior to such issuance and (B) the denominator of which is the total number of Units outstanding on such date immediately prior to such issuance (the “Preemptive Portion”). At any time during the 15-day period following the receipt of an Issuance Notice, the Preemptive Participants shall have the right to elect irrevocably to purchase their Preemptive Portion of the Equity Purchase Units at the purchase price set forth in the Issuance Notice (provided, that in the event any portion of the...
Right to Purchase New Securities. The Company hereby grants to Investor the right to purchase any or all of Investor’s Preemptive Share Percentage (as defined below) of all New Securities (as defined below) that the Company may, from time to time, propose to issue and sell at the cash price and on the terms on which the Company proposes to sell such New Securities. Investor’s “Preemptive Share Percentage” shall be equal to a fraction (A) the numerator of which is the number of shares of Common Stock held by Investor on the date of the Company’s written notice pursuant to Section 7.3 and (B) the denominator of which is the aggregate number of shares of Common Stock outstanding on such date.
Right to Purchase New Securities. Except as otherwise provided in this Section 4.6 (including Section 4.6(e) hereof), the Company hereby grants, and shall cause its Subsidiaries to grant, as applicable, to each Shareholder that, together with its Affiliates, holds of record at least two percent (2%) of the Outstanding Company Shares (the “Qualified Shareholder”) the right to purchase its pro rata share of any and all issuances, sales or distributions of New Securities proposed to be made by the Company or any of its Subsidiaries as set forth herein.
Right to Purchase New Securities. The Company hereby grants to Investor the right to purchase a pro rata share of any New Securities, as hereinafter defined, which the Company may, at any time prior to the Restrictions Termination Date, propose to sell and issue (the "Purchase Right"). A pro rata share, for purposes of this Purchase Right, is a fraction, the numerator of which is the number of Common Stock Equivalents then held by Investor, and the denominator of which is the total number of Common Stock Equivalents then outstanding.
(a) Except as set forth below, "New Securities" means any shares of capital stock of the Company including Common Stock, whether now or hereafter authorized, and any rights, options, or warrants to purchase said shares of capital stock, and any securities of any type that are, or may become, convertible into said shares of capital stock. Notwithstanding the foregoing, "New Securities" does not include: (i) securities offered to the public generally pursuant to a registration statement filed pursuant to the Securities Act, or pursuant to Regulation A under the Securities Act; (ii) securities issued pursuant to any merger or share exchange in which the Company is the survivor or parent, or pursuant to the purchase of substantially all of the assets of another person; (iii) shares of Common Stock or related options convertible into such Common Stock issued to employees, officers, and directors of the Company pursuant to any plan or arrangement approved by the Board of Directors, (including options outstanding on the date hereof) as adjusted for stock splits, stock dividends, and similar transactions; (iv) securities issued pursuant to any rights or agreements including without limitation convertible securities, options, and warrants, provided that the Purchase Right under this Section 3.2 applies with respect to the initial sale of New Securities or the grant by the Company of such rights or agreements; (v) securities issued in connection with any stock split, stock dividend, or recapitalization by the Company; and (vi) securities issuable to CNL pursuant to that certain Stock Purchase and Stock Option Agreement dated January 15, 1998 between the Company and CNL (the "CNL Agreement").
(b) In the event the Company proposes to undertake an issuance of New Securities, it shall give Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the New Securities. Investor shall have fi...
Right to Purchase New Securities. On or prior to July 31, 2016 and following the issuance of the New Securities to the Holder upon the consummation of the Exchange Transaction, the Issuer shall have the right, at its option, to purchase all (but not less than all) of the New Securities from the Holder (and the Holder shall transfer the New Securities to the Issuer free and clear of any Encumbrances) at a purchase price, payable in cash by or on behalf of the Issuer, equal to the Note Value. The Issuer shall give the Holder written notice of the exercise of its right pursuant to this Section 3.2 at least five (5) Business Days prior to the proposed closing date of the purchase of the New Securities. Such notice shall state the proposed closing date of such purchase, which shall be a Business Day, the purchase price (and include a reasonably detailed calculation thereof) and the manner and place of payment. At the closing of such purchase, the Holder shall deliver to the Issuer original certificate(s) evidencing the New Securities, duly endorsed in blank or accompanied by stock power or other instrument of transfer, as appropriate. Notwithstanding anything to the contrary herein, this Section 3.2 shall survive the satisfaction and discharge of this Note.
Right to Purchase New Securities. For so long as Sonic’s percentage ownership interest in the Company (calculated by dividing (i) the number of shares of Common Stock actually and directly held with full voting and investment power (including Common Stock held in book-entry form in a brokerage or similar account owned by Sonic or its Affiliates) by Sonic and its Affiliates by (ii) the number of shares of Common Stock outstanding as of the applicable calculation date) is equal to five percent (5%) or greater, the Company hereby grants to each Holder the right to purchase any or all of such Holder’s Preemptive Share Percentage (as defined below) of all New Securities (as defined below) that the Company may, from time to time, propose to issue and sell at the cash price and on the terms on which the Company proposes to sell such New Securities; provided that such right shall apply only with respect to proposed issuances that meet each of the following requirements: (i) the New Securities are to be issued at a cash price per share (or implied cash price per share based on conversion, exercise or similar rights, as applicable, that are offered for cash) of Common Stock that is less than $56.961 (subject to adjustments for stock splits, stock dividends and recapitalization transactions affecting the Common Stock after the date hereof) and (ii) the total number of New Securities proposed to be issued exceeds one percent (1%) of the then issued and outstanding shares of Common Stock. A Holder’s “Preemptive Share Percentage” shall be equal to a fraction (a) the numerator of which is the number of shares of Common Stock held by such Holder on the date of the Company’s written notice pursuant to Section 5.03 and (b) the denominator of which is the aggregate number of shares of Common Stock outstanding on such date.
Right to Purchase New Securities. The Company hereby grants to each Securityholder the right to purchase a pro rata portion of all New Securities (as defined in Section 1.9.2) which the Company may, from time to time, propose to sell and issue at the cash price and on the terms on which the Company proposes to sell such New Securities. An Employee Securityholder's pro rata share, for purposes of this Section 1.9, shall be equal to a fraction (A) the numerator of which is the number of Common Shares (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) held by such Employee Securityholder on the date of the Company's written notice pursuant to Section 1.9.3 below; and (B) the denominator of which is the number of Common Shares outstanding (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) on such date. Purchaser's pro rata share, for purposes of this Section 1.9, shall be equal to a fraction (A) the numerator of which is the number of Common Shares (on fully diluted basis assuming the exercise of all warrants, options or other rights to acquire Common Shares and all Common Shares issuable upon the conversion or exchange of any security) held by such Purchaser Securityholder on the date of the Company's written notice pursuant to Section 1.9.3 below; and (B) the denominator of which is the number of Common Shares outstanding (on a fully diluted basis assuming exercise of all outstanding options and warrants to acquire Common Shares on 8 such a date). The right to purchase New Securities shall be subject to the following additional provisions of this Section 1.9.
Right to Purchase New Securities. The Company hereby grants to each -------------------------------- Stockholder the right to purchase, pro rata, all New Securities (as defined in Section 9.2) which the Company may, from time to time, propose to sell and issue at the price and on the terms on which the Company proposes to sell such New Securities. A Stockholder's pro rata share, for purposes of this Section 9, shall be equal to a fraction (A) the numerator of which is the number of shares of Common Stock (on a fully diluted basis assuming exercise of all outstanding options and warrants to acquire Common Stock) held by such Stockholder on the date of the Company's written notice pursuant to Section 9.3 below; and (B) the denominator of which is the number of shares of Common Stock outstanding (on a fully diluted basis assuming exercise of all outstanding options and warrants to acquire Common Stock) on such date held by the Stockholders who agree to purchase such New Securities. The right to purchase New Securities shall be subject to the following additional provisions of this Section 9.
Right to Purchase New Securities. The Company hereby grants (a) to each Principal Stockholder (other than Palomar) and its Affiliates who collectively own at least 1,333,333 shares of Series A Preferred Stock, or an equivalent number of shares of Common Stock that would be issued upon conversion of 1,333,333 or more shares of the Series A Preferred Stock, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) and (b) to Palomar and its Affiliates if they collectively own at least 333,333 shares of Series A Preferred Stock, or an equivalent number of shares of Common Stock that would be issued upon conversion of 333,333 or more shares of the Series A Preferred Stock, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like), a right to purchase a pro rata share of New Securities (as defined in this Section 4.3) which the Company may, ----------- from time to time, propose to sell and issue. A Principal Holder's pro rata share, for purposes of this right, is the ratio of the number of shares of Common Stock (taken together with Common Stock underlying Series A Preferred Stock) owned by such Principal Holder (and its Affiliates) immediately prior to the issuance of the New Securities, to the total number of shares of Common Stock (taken together with Common Stock underlying Series A Preferred Stock) held by all Holders immediately prior to the issuance of New Securities. Each eligible Principal Holder shall have a right of over-allotment such that if any Principal Holder (or its Affiliates acting on its behalf) fails to exercise its right hereunder to purchase its pro rata share of New Securities, the other eligible Principal Holders (and their respective Affiliates) may purchase the non-purchasing Holder's portion on a pro rata basis within five (5) days from the date such non-purchasing Principal Holder (or Affiliate) fails to exercise its right hereunder to purchase its pro rata share of New Securities. This right shall be subject to the following provisions:
