Preemptive Securities definition

Preemptive Securities has the meaning set forth in Section 9.9(a).

Preemptive Securities shall have the meaning set forth in Section 14.1.

Preemptive Securities means Securities issued after the date hereof other than (a) Equity Securities issued pursuant to share dividends, share splits or similar transactions undertaken in accordance with this Agreement, (b) options or Equity Securities issued pursuant to the Stock Option Plan to full time employees of the Company or its Subsidiaries, (c) Equity Securities, options or warrants of the Company or the Company Parties issued in connection with corporate partnering, strategic alliance, technology transfer, equipment financing, leasing, commercial credit or similar transactions representing up to an aggregate of ten percent (10%) of the Common Shares on a Fully Diluted Basis and with the approval of the Board, where such transactions do not have the raising of capital as a primary objective and provided that the securities so issued rank pari passu with the Common Shares, (d) Equity Securities, options or warrants of the Company or Company Parties issued in connection with bona fide acquisitions, mergers or similar transactions representing up to an aggregate of ten percent (10%) of the Common Shares on a Fully Diluted Basis with the approval of the Board, where such transactions do not have the raising of capital as a primary objective and provided that the securities so issued rank pari passu with the Common Shares, (e) Equity Securities or Debt of the Company Parties issued to the Company, (f) Equity Securities issued pursuant to a Liquidity Event, provided that the Liquidity Event results in the acquisition of Equity Securities on a Fully Diluted Basis representing more than twenty percent (20%) of aggregate entitlement upon liquidation or dissolution of the Company of all Equity Securities of the Company and provided that the consideration to be raised and paid to the Company in connection with the Liquidity Event is not less than US$100 million, (g) any public offering of Equity Securities or any public offering of Debt subsequent to the occurrence of a Liquidity Event in which the consideration to be raised and paid to the Company in connection such event is not less than US$100 million, and (h) the Pinnacle Option and the shares underlying the Pinnacle Option.

Examples of Preemptive Securities in a sentence

• Each Preemptive Rights Holder who accepts the offer to purchase such Preemptive Rights Holder’s entire Preemptive Rights Portion may include in the Preemptive Rights Exercise Notice a statement that such Preemptive Rights Holder desires to purchase up to a specified number of Preemptive Securities in excess of such Preemptive Rights Holder’s Preemptive Rights Portion.

• The Board shall give written notice of a proposed issuance or sale of Preemptive Securities (a “Preemptive Rights Notice”) to each Preemptive Rights Holder within five Business Days following any meeting of the Board or Members at which any such issuance or sale is approved, if applicable, and in any event at least 20 days prior to the proposed issuance or sale or other determination to issue such Preemptive Securities.

• In order to exercise preemptive rights under this Section 3.6, a Preemptive Rights Holder must deliver an irrevocable written notice (the “Preemptive Rights Exercise Notice”) to the Company describing such Preemptive Rights Holder’s election to purchase all or any portion of the Preemptive Securities offered to such Preemptive Rights Holder hereunder within 20 days after receipt or deemed receipt of a Preemptive Rights Notice.

• Any Preemptive Securities proposed to be offered or sold by the Company (i) during such 90-day period at a price less than, or on terms more favorable in the aggregate to the purchasers thereof than, the prices and terms offered to the Preemptive Rights Holders, or (ii) after such 90-day period, must be reoffered to the Preemptive Rights Holders in accordance with this Section 3.6.

More Definitions of Preemptive Securities

Preemptive Securities means (a) with respect to the Company, shares of Company Common Stock, preferred stock or any other class or series of Capital Stock of the Company, (b) any warrants, options, rights or other securities exchangeable or exercisable for, or convertible into, any Preemptive Securities described in clause (a), and (c) any indebtedness instrument for borrowed money (whether in the form of notes or loans) issued by the Company and exchangeable or exercisable for, or convertible into, any Preemptive Securities described in the foregoing clauses (a) and (b).

Preemptive Securities means any Equity Securities issued by PubCo or any of its Subsidiaries that are not Excluded Securities.

Preemptive Securities means, other than Excluded Securities:

Preemptive Securities has the meaning given to that term in Section 2.7(a) of this Agreement.

Preemptive Securities means, as applicable, (i) Common Stock or other common equity securities of the Company or other securities of the Company that vote together with the Common Stock, (ii) any securities directly or indirectly convertible into or exchangeable for Common Stock or other common equity securities of the Company or other securities of the Company that vote together with the Common Stock, (iii) any rights or options directly or indirectly to subscribe for or to purchase Common Stock or other common equity securities of the Company or other securities of the Company that vote together with the Common Stock or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for Common Stock or other common equity securities of the Company, or (iv) any share appreciation rights, phantom share rights, or other similar rights to the extent related to Common Stock or other securities of the Company that vote together with the Common Stock, or (v) any Preemptive Securities issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, recapitalization, merger, consolidation, conversion, or other reorganization.

Preemptive Securities shall have the meaning set forth in Section 2.1.

Preemptive Securities has the meaning set forth in Section 1.3 of the Stockholder Agreement.