Rights to Purchase Additional Shares Sample Clauses

Rights to Purchase Additional Shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the Depositary may make these rights available to ADS holders. If the Depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the Depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The Depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them. ● If the Depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on your behalf. The Depositary will then deposit the shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay. ● U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the Depositary may deliver restricted Depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.
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Rights to Purchase Additional Shares. (a) If the Company proposes to issue any Securities to any Quadrangle Investor or Xxxxxxx Investor or any of their respective Affiliates other than pursuant to an Exempted Issuance (as defined below), each of the Stockholders shall have the right to purchase, upon the same terms and conditions, up to that number of those Securities equal to (i) the total number of Securities the Company proposes to issue (ii) multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by that Stockholder (excluding any shares of Common Stock subject to vesting or forfeiture restrictions, if any) and the denominator of which is the total number of the Company's shares of Common Stock outstanding immediately prior to such issuance (excluding any shares of Common Stock subject to vesting or forfeiture restrictions, if any). The Company shall give notice ("Share Purchase Notice") to the Stockholders setting forth the general terms of the offer, including the purchase price for the Securities, and the time, which shall not be fewer than twenty (20) days, within which and the terms and conditions upon which the Stockholders may purchase the Securities, which shall be the same terms and conditions upon which the person to whom the proposed issuance is to be made may purchase the Securities. Within twenty (20) days after the date of the Share Purchase Notice, each of the Stockholders shall give irrevocable notice of his, her or its decision whether to exercise the option under this Section 3.1 or such Stockholder shall forfeit his, her or its right to purchase Securities pursuant to this Section 3.1 with respect to the current offering only and not with respect to any future offering of Securities.
Rights to Purchase Additional Shares. If at any time the ------------------------------------ Company proposes to issue any Shares or other securities (other than debt securities with no equity feature) to any person, each Shareholder shall have the right to purchase, upon the same terms, a number of those Shares or other securities (but not less than such number) in the proportion that the number of Shares of Common Stock beneficially owned by such Shareholder bears to the total number of the Company's Shares of Common Stock outstanding immediately prior to such issuance. The Company shall give notice (the "Share Purchase Notice") to the Shareholders setting forth the identity of the person to whom it proposes to issue Shares or other securities and the time, which shall not be fewer than thirty (30) days, within which and the terms and conditions upon which the Shareholders may purchase the Shares or other securities, which shall be the same terms and conditions upon which the person to whom the proposed issuance is to be made may purchase the Shares or other securities. Within twenty (20) days after the giving of the Share Purchase Notice, each Shareholder shall give irrevocable notice of his or its decision to exercise the option under this Section 3.2.
Rights to Purchase Additional Shares 

Related to Rights to Purchase Additional Shares

  • 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

  • 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 to 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.

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

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