Rights to Purchase Additional Securities Sample Clauses

Rights to Purchase Additional Securities. (a) If the Company should decide to issue and sell additional shares of any capital stock of the Company or any options, warrants or other rights to subscribe for or to purchase any capital stock of the Company or any securities convertible into capital stock of the Company, other than (i) shares of Common Stock sold to the public pursuant to a registration statement filed under the Securities Act, if such offering is underwritten on a firm commitment basis by an underwriter, or group of underwriters represented by an underwriter or underwriters, which is a member of the New York Stock Exchange, (ii) options to purchase Common Stock or awards of Common Stock granted to employees or directors of the Company or to consultants to the Company or to the Company's employee stock purchase plan, as approved from time to time by the Board of Directors or a committee thereof, and shares of Common Stock issued upon the exercise of such options, (iii) shares of Common Stock issued upon the exercise of options, warrants or Convertible Securities outstanding at the Closing that were approved by the Board of Directors or a committee thereof (including without limitation the New GE Warrant), (iv) shares of Common Stock issued upon conversion of the Notes or exercise of the Warrants, (v) shares of Common Stock issued in a stock split or reclassification of, or as a stock dividend or other distribution on, then outstanding shares of Common Stock, (vi) shares of Common Stock issued in connection with any bona fide business acquisition by the Company or any Subsidiary which has been approved by the Board of Directors and is permitted by the terms of this Agreement, and (vii) shares of Common Stock, or options or warrants to purchase shares of Common Stock, issued to vendors or lessors of the Company or any Subsidiary, or shares of Common Stock issued upon the exercise of such options or warrants, provided that the issuance of such shares, options or warrants has been approved by the Board of Directors and is for other than primarily equity financing purposes, and further provided that the sum of the number of shares of Common Stock issued pursuant to this clause (vii) (other than upon the exercise of options or warrants), plus the number of shares of Common Stock subject to options or warrants issued pursuant to this clause (vii), in any 12-month period shall not exceed one percent of the shares of Common Stock outstanding on the date of this Agreement (appropriately adjusted...
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Rights to Purchase Additional Securities. If the Company should decide to issue and sell additional shares of any capital stock of the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (a) shares of the Common Stock awarded or issued upon the exercise of options granted pursuant to employee benefit plans adopted by the Company, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of five percent (5%) of the issued and outstanding shares of the Common Stock (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the Closing Date), and (b) the Additional Shares, (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in (a) and (b) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Company shall first offer to sell to the Purchaser, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, the Purchaser's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to the Purchaser and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser shall have a period of 30 days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser elects to accept such offer in whole or in part, the Purchaser shall so accept by written notice to the Company given within such 30-day period. If a Purchaser fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the Purchaser pursuant to such offer may be offered for sale to others by the Company for a period of 60 days from the last day of such 30-day period, but only on the same terms and conditions as set forth in the initial offer to the Purchaser, free and clear of the restrictions imposed by this Section 9.15.
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Rights to Purchase Additional Securities. So long as the restrictions imposed by Section 2 apply to the Restricted Stockholders and have not terminated pursuant to Section 2.6, except for Excluded Issuances (as defined in Section 2.7(c) below), if the Company authorizes the issuance to any Person (the “Proposed Purchaser”) of any of its Shares or other equity securities, debt securities containing equity features or other securities or other rights convertible into or containing options or rights to acquire any such debt or equity securities (collectively, “Securities”), the Company shall, within 30 days of such authorization, offer to sell by written notice (the “Offer Notice”) to each holder of record of Shares on the date of such authorization a portion of such Securities equal to the number of Securities to be so issued multiplied by the quotient determined by dividing (A) the number of Shares held by such Stockholder by (B) the number of Shares then outstanding (calculated assuming that all convertible securities shall be converted into Shares, to the extent then exercisable, immediately prior to such issuance). The Offer Notice shall describe the terms of the offering (which shall be identical to the terms of the issuance to the Proposed Purchaser), including, without limitation, the Securities offered and the price and other terms of sale, and shall set forth in reasonable detail the payment terms and such Stockholder’s percentage allotment.
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Rights to Purchase Additional Securities. 27 6.5 Confidentiality..............................................................29 6.6 Ordinary Course Obligations..................................................29 6.7 Taxes Relating to this Agreement.............................................30 6.8
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Rights to Purchase Additional Securities. (a) The Company hereby grants to each Investor a right to purchase up to such Investor's "pro rata share" (as hereinafter defined) of any New Securities (as hereinafter defined) which the Company may, from time to time, propose to sell and issue. A "pro rata share", for purposes hereof, is the ratio that (x) the aggregate number of Common Shares held by such Investor and its Affiliates as of such date (assuming the exercise, conversion or exchange of all Options, Warrants or convertible securities held by such Investor upon conversion of, including the Series B Shares and Warrants) bears to (y) the sum of (i) the total number of Common Shares then outstanding as of such date and (ii) the total number of such shares issuable upon exercise, conversion of Series B Shares or exchange of all Options, Warrants and convertible securities held by all Investors as of such date.
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Rights to Purchase Additional Securities. (a) Except for Excluded Issuances, if the Company proposes to sell to any person (the "Offeree") any shares of Common Stock or any other Common Equivalent Security (the "Offered Securities"), the Company shall also offer (a "Preemptive Offer") each of the Stockholders the right to purchase, at the same price and upon the other terms as the Offered Securities are proposed to be sold to the Offeree the percentage of Offered Securities that is equal to the percentage of Common Share Equivalents owned by such Stockholder at the time of such Preemptive Offer.
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Rights to Purchase Additional Securities. So long as the restrictions imposed by Section 2 apply to the Stockholders and have not terminated pursuant to Section 2.5, Execution Copy except for Excluded Issuances (as defined in Section 3.3 below), if the Company proposes to sell to any person or entity any Shares or any security exercisable, convertible or exchangeable for Shares (“Offered Securities”), the Company shall also offer (a “Preemptive Offer”) the Management Stockholders, Additional Holders and Compass the right to purchase, at the same price and upon the same terms as the Offered Securities are proposed to be sold, up to such number of the Offered Securities as would enable the Management Stockholders, Additional Holders and Compass to own immediately after such purchase the same percentage of the issued and outstanding Common Stock as owned (calculated on an “as converted” basis in the case of common stock equivalents or securities exercisable, convertible or exchangeable into or for Common Stock) by the Management Stockholders, Additional Holders and Compass, respectively, immediately prior to the date on which the Offered Securities are proposed to be issued.
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Related to Rights to Purchase Additional Securities

  • Distribution of Rights to Purchase Additional ADSs Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1

  • Additional Securities If such Pledgor shall receive by virtue of its being, becoming or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

  • Rights to Purchase There are no outstanding agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the Property, or which otherwise affect any portion of or all the Property. The representation contained in this Section 5.21 shall be true at and as of Closing.

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available 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 of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Issuance of Additional Securities Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Additional Securities Subject to Agreement Each Stockholder agrees that any other Company Equity Interests which it shall hereafter acquire by means of a stock split, stock dividend, distribution, exercise of warrants or options, purchase or otherwise shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof.

  • Rights to Negotiate Repurchase Price Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing, redeeming or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties, whether or not at the time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement; provided that no such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or acquisition shall be entered into, without the prior approval of the Board.

  • 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.

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