Subscription Right. (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred Stock, the Company shall:
(A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and
(B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis.
(ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities w...
Subscription Right. (i) If at any time after the date hereof and prior to the Initial Public Offering, the Company proposes to issue equity securities of any kind (for purposes of this Section 3(f), the term “equity securities” shall include any warrants, options or other rights to acquire equity securities or debt securities convertible into equity securities) of the Company (other than the issuance of securities (i) upon conversion of the Existing Series A Preferred, Series B Preferred Stock or Series C Preferred Stock pursuant to the Certificate of Incorporation, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company or any subsidiary, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, provided such acquisition has been approved by the Board and such securities are being issued as consideration for the transaction and not in connection with financing the transaction, (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan, employment agreement or other management equity program approved by the Board, (v) to vendors, lenders and customers of and consultants to the Company or any subsidiary or in connection with a strategic partnership (provided such securities are being issued as consideration for the strategic partnership and not in connection with financing the strategic partnership), in each case, to the extent such issuance has been approved by the Board, (vi) by reason of a dividend, stock split or other distribution on shares of Common Stock, (vii) to one or more of the Institutional Investors and/or their Affiliates pursuant to the terms of the Stock Purchase Agreement, or (viii) to any Other Investor pursuant to the terms of any employment or similar agreement between the Company and such Other Investor to the extent such employment or similar agreement was approved by the Board, then, subject to the provisions set forth below, including Section 3(f)(vi) below, as to each Institutional Investor, Janus, Norwest and as to each Other Investor approved in writing by the WP X Funds to be listed on Schedule III hereto, provided that such Other Investor is an employee of the Company or its subsidiaries at such time (each a “Subscription Right Investor”), the Company shall:
Subscription Right. (i) If at any time after the date hereof, the Company proposes to sell in any non-public offering equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities, voting or other rights, and derivative securities of equity securities) of the Company (except (A) for grants or issuances after the date hereof pursuant to the Transaction Agreements, (B) for grants or issuances of equity securities pursuant to any incentive plan for the Company’s or any of its Subsidiaries’ directors or employees (collectively, “Plan Stock”), (C) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, or (D) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization), then, as to each Investor who then holds shares of capital stock of the Company, the Company shall:
(1) give written notice setting forth in reasonable detail (I) the designation and all of the terms and provisions of the equity securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof and interest or dividend rate and maturity; (II) the price and other terms of the proposed sale of such Proposed Securities; (III) the amount of the Proposed Securities proposed to be issued; and (IV) such other information as may be reasonably required in order to evaluate the proposed issuance; and
(2) offer to sell to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (I) the number of shares of Common Stock then held by such Investor (other than Plan Stock) by (II) the total number of shares of Common Stock then outstanding (other than Plan Stock).
(ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, such remaining Proposed Securities will be reoffered to those Investors purchasing their full allotment upon the terms set forth in this Section 1(c) (with an allocation based on the respective percentages of the aggr...
Subscription Right. Subject to the terms and conditions hereof and the payment of the Exercise Price, adjusted as set forth in accordance with Article Seven, each Warrant shall entitle its holder to subscribe for one Share. The Warrants may be exercised by their holders in whole or in part and in successive opportunities until their full exercise, in which case such right may be exercised over the non-exercised Warrants. Once exercised in full, the Warrants shall expire.
Subscription Right. If at any time after the date hereof and prior to the effective date of the registration statement covering the Company's initial public offering, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (x) pursuant to the conversion of the Preferred Stock, (y) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization, or (z) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program), then, if Xxxxxxxx then holds in excess of five percent (5%) of the then outstanding shares of Common Stock, the Company shall:
Subscription Right. (i) For purposes of this Section 3(f), the term “equity securities” shall include any warrants, options or other rights to acquire equity securities or debt securities convertible into equity securities of the Company, other than the issuance of securities:
Subscription Right. Subscription Right" has the meaning set forth in Section 5.6(a).
Subscription Right. (a) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (i) upon conversion of the Securities, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Act, (iii) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization, (iv) pursuant to an employee or director stock option plan, stock bonus plan, stock purchase plan or other management equity program or (v) to providers, customers and consultants to the Company or employees of the Company), then, as to each holder of the Securities, the Company shall:
Subscription Right. (a) TODCO hereby grants to Transocean, on the terms and conditions set forth herein, a continuing right (the "Subscription Right") to purchase from TODCO, at the times set forth herein:
(i) with respect to the issuance of a class or series of shares of TODCO Voting Stock, the number of such shares as is necessary to allow Transocean to maintain its Voting Percentage, and
(ii) with respect to the issuance of a class or series of shares of TODCO Non-Voting Stock, the number of such shares as is necessary to allow Transocean to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Transocean to any member of the Transocean Group. The exercise price for each share of TODCO Stock purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by TODCO of TODCO Stock in exchange for cash consideration, the per share price paid to TODCO for shares of the TODCO Stock issued by TODCO in the related Issuance Event; and (ii) in the event of the issuance by TODCO of TODCO Stock for consideration other than cash, the per share Market Price of such TODCO Stock at the Issuance Event Date of such issuance.
(b) The provisions of Section 5.6(a) hereof notwithstanding, the Subscription Right granted pursuant to Section 5.6(a) shall not apply and shall not be exercisable in connection with the issuance by TODCO of any shares of TODCO Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by TODCO, to the extent such issuance would not result in Transocean and other members of the Transocean Group losing collective control of TODCO within the meaning of Section 368(c) of the Code. The Subscription Right granted pursuant to Section 5.6(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of TODCO Non-Voting Stock, is less than 80%.
(c) At least 20 Business Days prior to the issuance of any shares of TODCO Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by TODCO in the circumstances described in Section 5.6(b) above and other than issuances of TODCO Stock to any member of the Transocea...
Subscription Right. Subject to, and in accordance with, the terms and conditions set forth in these Conditions, each Warrant confers the right (but not the obligation) on the Holder thereof to subscribe, upon exercise of the Warrant, for one (1) new Share to be issued by the Company (as may be adjusted and/or substituted pursuant to section 6 of the Conditions) against payment in cash of the Exercise Price of the Warrant (as may be adjusted pursuant to section 6 of the Conditions).
