Notice of Preemptive Rights definition

Notice of Preemptive Rights shall have the meaning set forth in Section 4.1.
Sample 1
Notice of Preemptive Rights shall have the meaning set forth in Section 4.1. “Other Purchasers” shall have the meaning set forth in Section 4.3. “Other Shareholders” means, for purposes of Article V (Tag-Along Rights), the Shareholders other than Xxxxxxx. “Person” shall mean any natural person, association, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, joint venture, trust or any other entity, organization or Governmental Entity. “Preemptive Offer” shall have the meaning set forth in Section 4.1. “Prisma” means Prisma Energy International Inc. “Pro Rata Share” means, with respect to each Shareholder, the quotient of (i) the amount of Capital Securities directly or indirectly owned by such Shareholder on the date of a Preemptive Offer divided by (ii) the total amount of Capital Securities issued and outstanding on the date of, and immediately prior to, the Preemptive Offer, in each case and notwithstanding Section 8.1, on a fully diluted, as-converted basis. “Public Sale” means a Sale pursuant to an effective registration statement filed under the Securities Act or pursuant to Rule 144 under the Securities Act, without any restrictions under Rules 144(k) and (l) thereunder. “Qualified Public Offering” means an offering, involving not less than $400 million of gross proceeds (to the Company and/or its shareholders), upon the completion of which the Shares will be listed on a Specified Exchange. “Recipient” shall have the meaning set forth in Section 8.19(a). “Related Party” means (i) any Shareholder; (ii) any Affiliate of such Shareholder; (iii) any director, officer, partner or employee of the Persons specified in clause (i) and (ii) above; or (iv) (a) any member of the immediate family of the Persons specified in clause (iii) above, (b) any trust established for the benefit of any such individual, or (c) any executor or administrator of the estate of any such individual. “Related Party Transaction” means (i) any transaction by the Company, on the one hand, with a Related Party, on the other and (ii) any merger, scheme of amalgamation or similar transaction with, acquisition of, or disposition of assets of the Company to, any Significant Shareholder Debtor; provided, that the appointment of a director, officer, manager or employee of the Company or any Subsidiary of the Company, including, without limitation, the determination of the terms on which such director, officer,
Sample 1
Notice of Preemptive Rights has the meaning set forth in Section 3.2(b).
Sample 1

Examples of Notice of Preemptive Rights in a sentence

  • The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties.

  • The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights.

  • For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

  • Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time.

  • Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase.

  • The Notice of Preemptive Rights shall be sent to the Purchaser at least ten (10) days prior to the anticipated closing date of the Sale.

  • The Notice of Preemptive Rights shall specify the total aggregate number of Shares to be issued, the price and other terms of the proposed Sale, the amount of Shares or Derivative Securities to which the Purchaser is entitled to purchase and the period during which the Purchaser may elect to participate in the purchase.

  • Any Shares not purchased by the Purchaser pursuant to this Section 4 may be sold, issued or granted within ninety (90) days after deliver of the Notice of Preemptive Rights, at the same price and terms as offered for sale to the Purchaser hereunder.

  • The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which the Company proposes to sell such Covered Securities to the third party or parties.

  • For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 5.10(c) will require delivery of a new Notice of Preemptive Rights.

Related to Notice of Preemptive Rights

  • Preemptive Rights is defined in Section 4.8(b).

  • Preemptive Right has the meaning set forth in Section 9.6(a).

  • Notice of Purchase means, as the context requires, a Preliminary Notice of Purchase or a Final Notice of Purchase, in each case, substantially in the form attached as Exhibit A to the VRDP Shares Purchase Agreement.

  • Call Rights As defined in Section 9.01(f).

  • Notice of Purchase Withdrawal Has the meaning specified in the Deposit Agreement.

  • Final Notice of Purchase means, in connection with an Optional Tender or a Mandatory Tender, a Notice of Purchase delivered by the Tender and Paying Agent to the Liquidity Provider (or directly to the Liquidity Provider by Beneficial Owners or their Agent Members, in the case of an Optional Tender, or Holders, in the case of a Mandatory Tender, if there is no Tender and Paying Agent or for any reason the Tender and Paying Agent does not perform its obligations) on the Purchase Date indicating the number of VRDP Shares to be purchased on such date pursuant to the Purchase Obligation, or, in connection with a Mandatory Purchase, the Mandatory Purchase Notice delivered by the Fund or the Tender and Paying Agent on behalf of the Fund.

  • Call Right The right of the holder thereof (or any successor), as named in the applicable Supplement, to purchase Certificates from the Holders thereof or to purchase Underlying Securities from the Trust.

  • Put Right has the meaning set forth in Section 8.05(a).

  • Purchase Option Notice As defined in Section 3.18(e).

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).

  • Conversion Option means the Company’s option to convert some or all of the Series D Preferred Stock into that number of shares of Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Notice of Election to Purchase has the meaning assigned to such term in Section 15.1(b).

  • Conversion Rights means exchange of, or the rights to exchange, the Principal Amount of the Loan, or any part thereof, for fully paid and nonassessable Common Stock on the terms and conditions provided in the Debentures.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Option Notice has the meaning set forth in Section 5.2(a).

  • Company Notice means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Demand Exercise Notice has the meaning set forth in Section 2.1(a).

  • Exclusive Right to Sell listing means that if you, the owner of the property, find a buyer for your house, or if another broker finds a buyer, you must pay the agreed commission to the present broker.

  • Voluntary Transfer is a transfer from one assignment to another within the jurisdiction of The Peel District School Board, initiated by the Teacher as per this Article.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Redemption Rights means the redemption rights provided for in Section 9.2 of the SPAC Certificate of Incorporation.