Preemptive Amount definition

Preemptive Amount means the maximum number of Preemptive Securities proposed to be issued in the relevant issuance multiplied by a fraction, the numerator of which shall be the number of Common Units and Preferred Units convertible into Common Units (calculated as a single class on an as converted to Common Units basis) owned by such Company Security Holder immediately prior to the issuance and the denominator of which shall be the total number of Common Units and Preferred Units convertible into Common Units (calculated as a single class on an as converted to Common Units basis) owned by all Preemptive Members immediately prior to such issuance.
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Preemptive Amount shall have the meaning set forth in Section 14.1. “Preemptive Member” shall have the meaning set forth in Section 14.1. “Preemptive Notice” shall have the meaning set forth in Section 14.2. “Preemptive Reply” shall have the meaning set forth in Section 14.2. “Preemptive Right” shall have the meaning set forth in Section 14.1. “Preemptive Securities” shall have the meaning set forth in Section 14.1.
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Preemptive Amount means the maximum number of Company Securities proposed to be issued in the relevant issuance multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (on an as-converted basis) beneficially owned by such Company Security Holder immediately prior to the issuance and the denominator of which shall be the total number of shares of Common Stock (on an as-converted basis) beneficially owned by all Major Holders immediately prior to such issuance.
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Examples of Preemptive Amount in a sentence

  • The Non Pre-emptive Amount in respect of an Allotment Period, for the purposes of the authority conferred pursuant to Article 12.2, shall be determined by special resolution.

  • The Purchase Notice shall state the amount (the "Preemptive Amount") of Offered Securities the Investor desires to purchase.

  • The Non Pre-emptive Amount in respect of an Allotment Period, for the purposes of the authority conferred pursuant to Article 9.2, shall be determined by special resolution.

  • After receiving a Preemptive Notice, any Preemptive Member that desires to exercise its Preemptive Right must give notice to the Company in writing, within five (5) Business Days after the date that such Preemptive Notice is delivered, specifying (i) that such Preemptive Member (or an Affiliate thereof) desires to purchase Preemptive Securities of such issuance and (ii) the number of such Preemptive Securities, up to the applicable Preemptive Amount (the “Preemptive Reply”).

  • NET will have the option, but not the obligation, to purchase all or any portion of the Pre-emptive Amount at the same price and on the same terms as such Securities are offered to the Offeree.

  • NET may exercise such purchase rights at any time within forty-five (45) days after the date of receipt of the written notice from the Company describing in reasonable detail the Securities to be sold to the Offeree, the purchase price thereof, the payment terms, and the Pre-emptive Amount.

  • The New Securities shall first be allocated among each Pre-emptive Shareholder (with rounding to avoid fractional shares) in proportion to its respective pro-rata share provided that in no event shall an amount greater than such Pre-emptive Shareholder’s Pre-emptive Amount be allocated to such Pre-emptive Shareholder.

  • For the avoidance of doubt, each Pre-emptive Shareholder may specify in its notice a Pre-emptive Amount higher or lower than its pro rata share.

  • In addition, such Preemptive Amount is determined based on the sale of 10,000,000 Units, and in the event less than such number of Units is sold under the Subscription Agreement the Preemptive Amount shall be reduced proportionately.

  • By way of example only, if the Holder purchased or acquired one half of the total Units sold under the Subscription Agreement, such Holder would be entitled to purchase one half of the Preemptive Amount.


More Definitions of Preemptive Amount

Preemptive Amount means the maximum number of securities proposed to be issued in the relevant issuance multiplied by a fraction, the numerator of which shall be the number of Shares owned by such Stockholder immediately prior to the issuance and the denominator of which shall be the total number of Shares issued and outstanding immediately prior to such issuance.
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Preemptive Amount shall have the meaning set forth in Section 6(a). “Preemptive Notice” shall have the meaning set forth in Section 6(b). “Preemptive Reply” shall have the meaning set forth in Section 6(b). “Preemptive Right” shall have the meaning set forth in Section 6(a). “Proxy” shall mean any proxy, contract, arrangement, understanding, or relationship (whether written or oral), other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act, pursuant to which a Company Security Holder has a right to vote, shares voting rights, has authorized another Person to vote, has transferred any right to vote, or relates in any way to the voting of any Company Securities.
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Preemptive Amount shall have the meaning set forth in Section 14.1.
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Preemptive Amount shall have the meaning set forth in Section 6(a). “Preemptive Notice” shall have the meaning set forth in Section 6(b). “Preemptive Reply” shall have the meaning set forth in Section 6(b). “Preemptive Right” shall have the meaning set forth in Section 6(a).
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Related to Preemptive Amount

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Preemptive Right has the meaning set forth in Section 5.1 hereof.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Preemptive Rights has the meaning given such term in Section 6.04(a).

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a Tender in accordance with this Agreement, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully remarketed pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Other Available Shares means, as of any date, the sum of:

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Preferred Share means a share of stock of the General Partner of any class or series now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.