Preemptive Offer Acceptance Notice definition

Preemptive Offer Acceptance Notice shall have the meaning set forth in Section 5.1(b).
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Preemptive Offer Acceptance Notice to subscribe for (i) the number or amount of such Offered Securities up to its Proportionate Percentage of the total number or amount of Offered Securities proposed to be issued and (ii) up to its Proportionate Percentage of the Offered Securities not subscribed for by other Offerees as specified in its Preemptive Offer Acceptance Notice. Any Offered Securities not subscribed for by an Offeree shall be deemed to be re-offered to and accepted by the Offerees exercising their options specified in clause (ii) of the immediately preceding sentence with respect to the lesser of (A) the amount specified in their respective Preemptive Offer Acceptance Notices and (B) an amount equal to their respective Proportionate Percentages with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated until either (1) all of the Offered Securities are accepted by the Offerees or (2) no Offeree desires to subscribe for more Offered Securities. The Company shall notify each Offeree accepting Offered Securities hereunder within five days following the expiration of the Preemptive Offer Period of the number or amount of Offered Securities which such Offeree has subscribed to purchase.
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Preemptive Offer Acceptance Notice shall have the meaning set forth in Section 2.2(b) of this Agreement.
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Examples of Preemptive Offer Acceptance Notice in a sentence

  • Each Preemptive Offer Acceptance Notice shall specify: (i) the amount of Offered Securities the Purchaser desires to subscribe for and (ii) the prices at which the Purchaser is willing to purchase such amounts of the Offered Securities at each such price.

  • Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated until either (x) all of the Offered Securities are accepted by the holders or (y) the maximum amount of securities specified in each Preemptive Offer Acceptance Notice has been satisfied.

  • The Holders of Series C Preferred Stock shall have the option, exercisable at any time during the Preemptive Offer Period by delivering written notice to the Company (a "Preemptive Offer Acceptance Notice"), to purchase its pro rata share of Equity Securities.

  • Upon the closing, which shall include full payment to the Company, of the sale to the Proposed New Investor of all the Refused Securities, the Purchasers shall purchase from the Company, and the Company shall sell to the Purchasers, the Offered Securities with respect to which Preemptive Offer Acceptance Notices were delivered by the Purchasers, at the terms specified in the Preemptive Offer Acceptance Notice.

  • Upon the closing of the sale to such other Persons of all the Equity Securities, the Holders of Series C Preferred Stock shall purchase from the Company, and the Company shall sell to the Holders, the pro rata share of Equity Securities with respect to which the Preemptive Offer Acceptance Notice was delivered by the Holders, at the same terms specified in the Preemptive Offer.

  • Anything contained herein to the contrary notwithstanding, the Corporation or its Subsidiary offering such Offered Securities may elect to abandon the Equity Sale in which event the Corporation shall not be obligated to issue and sell the Offered Securities pursuant to the Preemptive Offer Acceptance Notice.

  • Upon the closing, which shall include full payment to the Company, of the sale to the Proposed New Investor of all the Refused Securities, the Purchasers shall purchase from the Company, and the Company shall sell to the Purchasers, the Offered Securities with respect to which Preemptive Offer Acceptance Notices were delivered by the Purchasers, on the terms specified in the Preemptive Offer Acceptance Notice.

  • Upon the closing, which shall include full payment to the Company, of the sale to the Proposed New Investor of all the Refused Securities, the Series A Preferred Holders shall purchase from the Company, and the Company shall sell to the Series A Preferred Holders, the Offered Securities with respect to which Preemptive Offer Acceptance Notices were delivered by the Series A Preferred Holders, at the terms specified in the Preemptive Offer Acceptance Notice.

  • Upon the closing of the sale to such other Persons of all the Equity Securities, Infinity shall purchase from the Company, and the Company shall sell to Infinity, the pro rata share of Equity Securities with respect to which the Preemptive Offer Acceptance Notice was delivered by Infinity, at the same terms specified in the Preemptive Offer.

  • Infinity shall have the option, exercisable at any time during the Preemptive Offer Period by delivering written notice to the Company (a "Preemptive Offer Acceptance Notice"), to purchase its pro rata share of Equity Securities.


More Definitions of Preemptive Offer Acceptance Notice

Preemptive Offer Acceptance Notice. (a) to subscribe for the number or amount of such Offered Securities up to its Proportionate Percentage (excluding for the purposes of this calculation shares of Holdco Common Stock beneficially owned by Persons who are not Principal Stockholders or their applicable Partial Rights Transferees) of the total number or amount of Offered Securities proposed to be issued and (b) in the case of Offered Securities that are not debt securities or other Indebtedness, to offer to subscribe for up to its Proportionate Percentage (excluding for the purposes of this calculation shares of Holdco Common Stock beneficially owned by Persons who are not Subscribing Preemptive Rights Holders) of the Offered Securities not subscribed for by the other Principal Stockholders or their applicable Partial Rights Transferees (as further described below). In the case of Offered Securities that are not debt securities or other Indebtedness, any Offered Securities not subscribed for by a Principal Stockholder or applicable Partial Rights Transferees shall be deemed to be re-offered to and accepted by each of the other Principal Stockholders and applicable Partial Rights Transferees that has exercised its option specified in clause (b) of the immediately preceding sentence (each a “Subscribing Preemptive Rights Holder”), with respect to the lesser of (i) the amount specified in such Subscribing Preemptive Rights Holder’s Preemptive Offer Acceptance Notice and (ii) an amount equal to the Offered Securities not subscribed for by the Principal Stockholders and applicable Partial Rights Transferees who are not Subscribing Preemptive Rights Holders. Such deemed re-offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated until either (A) all of the Offered Securities are accepted by the Principal Stockholders and applicable Partial Rights Transferees or (B) no Principal Stockholders or applicable Partial Rights Transferees desire to subscribe for more Offered Securities. The Company shall notify each Subscribing Preemptive Rights Holder within five Business Days following the expiration of the Preemptive Offer Period of the number or amount of Offered Securities which such Subscribing Preemptive Rights Holder has subscribed to purchase.
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Preemptive Offer Acceptance Notice has the meaning set forth in Section 9.5(b). “Preemptive Offer Period” has the meaning set forth in Section 9.5(a).
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Preemptive Offer Acceptance Notice has the meaning given to such term in Section 4.1(b).
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Preemptive Offer Acceptance Notice. Preemptive Offer Period;" "Proportionate Percentage;" "Refused Securities;" "Registration Rights Agreement;" "Regulated Holder;" "Regulatory Problem;" "Requisite Founder Shareholders;" "Sale Notice;" "Significant Shareholder;" "Tag Along Notice;" "Tansferring Shareholder;" "Valuation Procedure;" and "Warrant Agreement." Each of the following definitions in Section 1.1 is hereby deleted in its entirety and is substituted therefor with the following:
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Preemptive Offer Acceptance Notice to subscribe for up to a number of such Dilutive Securities, equal to the number of such Dilutive Securities proposed to be offered multiplied by a fraction, the numerator of which is the total number of shares of Common Stock beneficially owned by such Investor and any of its Affiliates (including any Warrant Shares) at the time the Issuer proposes to issue any Offer Securities and the denominator of which is the total number of shares of Common Stock issued and outstanding at such time (“Pro Rata Portion”); provided, however, that, if the issuance of any Dilutive Securities results in an increase in the number of Warrant Shares pursuant to the Warrant’s anti-dilution provisions, the total number of shares of Common Stock beneficially owned by such Investor and any of its Affiliates in the calculation of the numerator set forth in the preceding sentence shall be reduced by the number of any such additional Warrant Shares (such that the Investor’s Pro Rata Portion is unaffected by any such increase in the number of its Warrant Shares).
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Preemptive Offer Acceptance Notice shall have the meaning assigned to such term in Section 3.3(b).
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Related to Preemptive Offer Acceptance Notice

  • Acceptance Notice has the meaning set forth in Section 9.2(d)(iii).

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • First Offer Period has the meaning set forth in Section 13.5.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

  • Sale Notice has the meaning set forth in Section 3.04(b).

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • ROFO Notice is defined in Section 6.2(a).

  • Issuance Notice means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Rejection Notice has the meaning specified in Section 2.05(b)(v).

  • 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;

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

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

  • OJEU Notice means the contract notice published in the Official Journal of the European Union.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • 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.