Examples of Preemptive Rights Shares in a sentence
The Issuance Notice shall specify the number and class of Preemptive Rights Shares and the per share consideration (or a good faith range of the price if the final consideration amount is not then determinable) at which such Preemptive Rights Shares are proposed to be issued and the other material terms and conditions of such Preemptive Rights Shares and of the issuance, including the proposed closing date.
The delivery of the Acceptance Notice shall be evidence of the Investor’s irrevocable commitment to subscribe for or purchase the number of Preemptive Rights Shares indicated in the Acceptance Notice for the price indicated in the Preemptive Rights Notice, and the consummation of the subscription for or sale and purchase of the Preemptive Rights Shares shall occur concurrently with or as promptly as practicable following the Company’s issuance of the corresponding New Securities.
Any Preemptive Rights Shares to be sold by the Corporation following the expiration of such period must be reoffered to the Holders pursuant to the terms of this Section 5.3 or if any such agreement to Transfer is terminated.
The Company shall be under no obligation to consummate any proposed issuance of Preemptive Rights Shares, nor shall there be any liability on the part of the Company or the Board to any Entitled Holder if the Company has not consummated any proposed issuance of Preemptive Rights Shares pursuant to this Article V for whatever reason, except for willful misconduct or breach of this Agreement, regardless of whether the Board shall have delivered an Issuance Notice in respect of such proposed issuance.
Within ten (10) Business Days following the delivery of the Preemptive Rights Notice by the Company to the Investor, the Investor may, by delivery of a written notice of acceptance to the Company (the “Acceptance Notice”), elect to subscribe for or purchase all, or any portion, of the Preemptive Rights Shares that the Investor is then entitled to subscribe for or purchase pursuant to this Section 2.7 for the price indicated in the Preemptive Rights Notice.
An Entitled Holder may exercise its rights under Section 5.1(b) by delivering written notice of its election to purchase such Preemptive Rights Shares to the Board within five (5) Business Days after receipt of the Issuance Notice.
If, at the end of such five (5) day period, any Entitled Holder has not exercised its right to purchase any of its Preemptive Rights Ratio of such Preemptive Rights Shares by delivering such notice, such Entitled Holder shall be deemed to have waived all of its rights under this Article V with respect to, and only with respect to, the purchase of such Equity Securities specified in the applicable Issuance Notice.
The delivery of the Acceptance Notice shall be evidence of the Trustee’s irrevocable commitment to purchase the number of Preemptive Rights Shares indicated in the Acceptance Notice for the price indicated in the Pre-Notice or the Preemptive Rights Notice, as applicable, and the consummation of the sale and purchase of the Preemptive Rights Shares shall occur concurrently with or as promptly as practicable following the Company’s issuance of the corresponding New Securities.
Notwithstanding the foregoing, to the extent the Company issues securities, other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, the Trustee shall only be entitled to exercise its right to purchase Preemptive Rights Shares pursuant to this Section 2.5 concurrently with, or as promptly as practicable following, the issuance of the shares of Company Common Stock underlying such securities.
The total number of Preemptive Rights Shares to be issued pursuant to all such Participation Commitments (the “Total Participation Commitment”) shall not exceed the total number of Preemptive Rights Shares determined pursuant to Section 4.2(b).