Preemptive Rights Members definition

Preemptive Rights Members means each Holder of Class A Units who is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act.
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Preemptive Rights Members is defined in Section 5.2(a).
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Examples of Preemptive Rights Members in a sentence

  • In the event of a proposed transaction or transactions giving rise to preemptive rights of Preemptive Rights Members, the Company shall provide notice (“Preemptive Right Notice”) to the Preemptive Rights Members, which Preemptive Rights Notice shall contain the price at which the Interests will be offered and the other material terms of the offering and such Interests, no later than ten (10) Business Days prior to the expected consummation of such transaction or transactions.

  • Each Accepting Preemptive Rights Member that elects to acquire Remaining Offered Securities may elect to purchase up to such Accepting Preemptive Rights Member’s Proportionate Percentage (as defined below) of the Remaining Offered Securities or such other proportion of the Remaining Offered Securities as such Accepting Preemptive Rights Members may determine by agreement among them (the “Oversubscription Rights”).

  • For purposes of this Section 3.5, an “Accepting Preemptive Rights Member’s Proportionate Percentage” shall mean, as to each Accepting Preemptive Rights Member that elects to acquire any Remaining Offered Securities, the percentage as of the date of the Preemptive Rights Offer which expresses the ratio which (x) the number of Class A Units then held by such Accepting Preemptive Rights Member bears to (y) the aggregate number of Class A Units then held by all such Accepting Preemptive Rights Members.

  • The Preemptive Offer Notice shall by its terms remain open for a period of ten Business Days from the date of delivery thereof (the “Preemptive Rights Election Period”) and shall specify the date on which the New Securities will be sold to accepting Preemptive Rights Members (which shall be at least ten Business Days but not more than 180 days after the date of delivery of the Preemptive Offer Notice).

  • Preemptive Rights: Members of the Company’s management, including Executive, will have the opportunity to purchase a pro rata portion of new securities issued by Equity LP based on the number of Fully-Diluted Class A Interests held by them, subject to customary exceptions, including the issuance of securities under equity incentive plans and issuances of securities in connection with acquisitions and/or financing activities.

  • If the Company has not sold such Equity Securities within one hundred eighty (180) days of the notice provided pursuant to Section 10.05(b), or within such extended period of time, the Company will not thereafter issue or sell any Equity Securities without first offering such securities to the Preemptive Rights Members in the manner provided above.

  • The closing of an issuance of New Securities pursuant to this Section 5.2 shall take place on the proposed issuance date set forth in the Preemptive Offer Notice; provided that consummation of an issuance may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions set forth in the Preemptive Offer Notice (and notice of any such extension will be given to the applicable Preemptive Rights Members).

  • If such Preemptive Rights Members in the aggregate elect to purchase more unsubscribed Equity Securities than are available, the Company will allocate the total of such unsubscribed Equity Securities among such Preemptive Rights Members in proportion to their respective percentages determined in Section 10.05(a) (to the extent practicable) or as such Preemptive Rights Members otherwise agree.

  • In the event the Company has not sold such New Issue Securities within such 120-day period (as so extended), the Company shall not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to the Preemptive Rights Members in the manner provided in this Section 16.

  • The purchase of New Issue Securities by the Preemptive Rights Members agreeing to purchase any such New Issue Securities pursuant to this Section 16 shall be consummated simultaneously with the closing of the sale of the New Issue Securities set forth in the Preemptive Notice.

Related to Preemptive Rights Members

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

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

  • Step-In Rights means the right of one party to assume an intervening position to satisfy all terms of an agreement in the event the other party fails to perform its obligations under the agreement.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

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

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Major Shareholders Means a person who has an interest or interests in one or more

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

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Series B Stock means the Company's Series B Convertible Preferred Stock, par value $0.000001 per share.

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Preferred Shareholder means any holder of Preferred Shares.

  • Rights or Options means warrants, options or other rights to purchase or acquire shares of Common Stock or Convertible Securities.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Newco Shares means the common shares in the capital of Newco;

  • Rights Holder means the holder of the Call Rights.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.