Preemptive Amount definition

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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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 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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Examples of Preemptive Amount in a sentence

  • The New Securities shall be allocated among each Pre-emptive Shareholder (with rounding to avoid fractional shares) in proportion to its respective Pro-rata Amount 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 Exercise Notice a Pre-emptive Amount higher or lower than its Pro-rata Amount.

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

  • 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 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.

  • 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.

  • If, at the time of the determination of any Preemptive Amount of Securities under this Section 10.3(a)(iv) , any other Person has preemptive or other equity purchase rights similar to the Preemptive Rights, such Preemptive Amount of Securities shall be recalculated to take into account the number of such securities such Persons have committed to purchase, rounding down such Preemptive Amount of Securities to the nearest whole such security of JD Finance that is proposed for sale.

  • For the avoidance of doubt, each Pre-emptive Party may specify in its Exercise Notice a Pre-emptive Amount higher or lower than its Pro-rata Amount (as defined below).

  • To: From: A list of the specific information to be disclosed is listed here (not the information itself which must be recorded separately).

  • 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.


More Definitions of Preemptive Amount

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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Related to Preemptive Amount

  • 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).

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

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

  • 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 is defined in Section 4.8(b).

  • Total Outstanding Shares means the aggregate number of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time.

  • Quarterly Excess Available Funds Percentage means, with respect to the March 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • 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 3.01(c).

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

  • 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 valid Tender, 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, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed 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.

  • 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.

  • Excess Available Funds Percentage means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.

  • 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.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, 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 shares of a Series 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 continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but 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 Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Special Dividend means any special or abnormal dividend or distribution in respect of securities (including a distribution of income or capital) and includes a dividend or distribution described by the entity declaring that dividend or distribution as: