Preemption Offering definition

Preemption Offering means any offering of Common Shares, Convertible Securities or other shares of Capital Stock of the Company by or on behalf of the Company other than:

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Preemption Offering means any proposed issuance and sale by the Company after the Original Issue Date and prior to the date of the Initial Public Offering of any shares of Common Stock or any Convertible Securities other than the following:

Preemption Offering means (i) any Rights Offering, (ii) the Company's issuance of any warrants, options or rights entitling any person to purchase Common Stock (or securities convertible into Common Stock) for cash consideration or non-cash consideration; and (iii) the Company's issuance of shares of Common Stock for cash consideration or non-cash consideration, other than (A) issuances of Common Stock pursuant to the conversion of any preferred stock issued under the Purchase Agreement, or outstanding as of the date hereof, or (B) the exercise of any warrants or options issued pursuant to the Purchase Agreement or as reflected on Schedule 6 of the Purchase Agreement. 1

Examples of Preemption Offering in a sentence

• The Company shall give the Holder at least 30 days' prior Notice of each Preemption Offering.

• Such Notice shall set forth: (i) the proposed commencement date for such Preemption Offering; (ii) the number and description of the securities to be offered pursuant to the Preemption Offering; (iii) the purchase price for such securities; and (iv) other material terms of the Preemption Offering.

• The Holder may, in the sole exercise of its discretion, elect to participate in any such Preemption Offering by giving Notice of its election to participate to the Company at least 5 days prior to the proposed commencement date of such Preemption Offering.

• If it elects to participate in such Preemption Offering, the Holder shall have the right to purchase, upon the same terms and condition as those provided for in such Preemption Offering, securities of each type issued in such Preemption Offering in a maximum number or amount equal to the Holder's Prorata Share of the total number or amount of each such type of security offered pursuant to such Preemption Offering.

• Such Notice shall set forth: (i) the proposed commencement date for such Preemption Offering; (ii) the number and description of the securities to be offered pursuant to the Preemption Offering; and (iii) the purchase price for such securities and other material terms of the Preemption Offering.

• At any time after a Holder exercises its Warrant and until the termination of this Agreement, such Holder shall have the right to participate in any Preemption Offering upon the terms and subject to the conditions set forth in this section.

• The Company may for a period of not more than 90 days after the commencement date for any Preemption Offering offer and sell the securities subject to such Preemption Offering which were not sold to the Holder pursuant to this Agreement to any Person or Persons upon the terms and subject to the conditions of such Preemption Offering.

• At any time after the Holder exercises the Warrant and until the termination of this Agreement, the Holder shall have the right to participate in any Preemption Offering upon the terms and subject to the conditions set forth in this section.

• In order to exercise its purchase rights hereunder, a holder of Underlying Common Stock or Executive Stock must, within 15 days after receipt of written notice from the Company describing in reasonable detail the Preemption Offering, including the purchase price hereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company stating its election to participate, in whole or in part, in the Preemption Offering.

• The Company shall give each Holder at least 30 days' prior Notice of each Preemption Offering.

More Definitions of Preemption Offering

Preemption Offering shall not include (i) the issuance or sale of any options, warrants or similar instruments which are issued with respect to any employee or director stock option plan or other employee benefit plan of the Company which is in effect on the date of this Agreement, or (ii) the issuance or sale of Common Stock pursuant to the exercise or conversion of any options, warrants or similar instruments which are issued with respect to any employee or director stock option plan or other employee benefit plan of the Company which is in effect on the date of this Agreement; provided that the maximum number of options, warrants, similar instruments or shares of Common Stock which is subject to such plans is not greater than the number of options, warrants, similar instruments or shares of Common Stock, respectively, subject to such plans on the date of this Agreement.

Preemption Offering means any proposed issuance and sale by the Company after the Original Issue Date and prior to the date of the Initial Public Offering of any shares of Common Stock or any Convertible Securities other than the following: (a) the issuance of the Warrant Shares subject to the Warrants and shares of Common Stock subject to the Prudential Warrant; (b) the issuance or sale of Common Stock pursuant to a rights offering in which the holder hereof elects to participate under the provisions of Section 3.5 of the New Warrant Certificates; (c) the issuance or sale of Common Stock or Convertible Securities in connection with the acquisition by the Company of a business, which issuance or sale has been approved by a unanimous vote of the Board of Directors of the Company; or (d) the issuance of shares of Common Stock pursuant to the Contingent Warrants.

Preemption Offering means any offering of Common Shares, Convertible Securities or other shares of Capital Stock of Atlantic by or on behalf of Atlantic other than an Exempt Offering.