Examples of Preemptive Rights Offeree in a sentence
The Corporation shall deliver a notice (the “ Preemptive Rights Notice”) to each Preemptive Rights Offeree stating (i) its bona fide intention to offer such Securities, (ii) the number of such Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Securities.
The New Securities Notice shall describe the proposed issuance of New Securities (including the amount and price of such New Securities), identify the proposed purchaser(s), and contain an offer (the "Preemptive Rights Offer") to sell to each Preemptive Rights Offeree, at the same price and for the same consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights Offeree's pro rata portion of the New Securities.
A Preemptive Rights Offeree who fails to give such Notice of Election shall have no further pre-emptive rights to which the New Securities Notice is related.
Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) days during which it may elect to purchase a pro rata portion of the New Securities determined by dividing the number of shares of Common Stock held by such Preemptive Rights Offeree by the aggregate number of shares of Common Stock of the Company outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis.
Such election shall be made by delivering written notice to the Company of such election (the "Notice of Preemptive Election") specifying either (a) the number of Ordinary Shares that it elects to purchase in an amount up to, but not exceeding, its pro rata portion or (b) that such Preemptive Rights Offeree wishes to purchase its pro rata share of such New Securities as calculated above.
The New Securities Notice shall describe the proposed issuance of New Securities (including the amount and price of such New Securities), identify the proposed purchaser(s), and contain an offer (the “Preemptive Rights Offer”) to sell to each Preemptive Rights Offeree, at the same price and for the same consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights Offeree’s pro rata portion of the New Securities.
Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) days (the "Preemptive Rights Waiting Period") during which it may elect to purchase a pro rata portion of the New Securities determined by dividing the number of Ordinary Shares held by such Preemptive Rights Offeree by the aggregate number of Ordinary Shares outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis.
In the event that the Company proposes to issue or sell any New Securities (as defined below) to Apollo LP or any of its Affiliates (other than GNC LLC), it shall, no later than ten (10) days prior to the consummation of such transaction, give notice in writing (the "New Securities Notice") to each Institutional Co-Investor (each, a "Preemptive Rights Offeree") of such proposed issuance of New Securities.
Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) business days during which either may elect to purchase a pro rata portion of the New Securities determined by dividing the number of shares of Common Stock or Common Stock Equivalents held by such Preemptive Rights Offeree, by the aggregate number of shares of equity securities of the Company outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis.
Prior to the earlier of the Company IPO or the Parent IPO, in the event that the Company proposes to issue or sell any New Securities, it shall, no later than 30 days prior to the consummation of such transaction, give notice in writing (the "New Securities Notice") to each of the Qualified EDS Shareholders (each, a "Preemptive Rights Offeree") of such proposed issuance of New Securities.