Preemptive Shares definition

Preemptive Shares shall have the meaning assigned to such term in Section 7.1.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Preemptive Shares means each class of Shares other than the Class B Common Shares; provided, that, with respect to any Excess New Securities subject to a Supplemental Notice of Intention to Sell pursuant to Section 2.07(e)(ii), the Class F Preferred Shares will not be Preemptive Shares.

Preemptive Shares shall have the meaning specified in Article VI herein.

Examples of Preemptive Shares in a sentence

The rights granted to the Holder under this Section 3.5 may be waived with respect to any Preemptive Shares by a written waiver executed by the Holder.
The Holder may acquire that portion of the Common Stock Preemptive Shares being offered equal to its percentage ownership of the outstanding Common Stock immediately preceding the issuance of the Preemptive Shares.
All elections under this Section 2.07(a) must be made by written notice to the Company within fifteen (15) days (or such later date determined by the Board of Directors) after receipt by such holder of Preemptive Shares of (as applicable) the Company’s Notice of Intention to Sell or the Supplemental Notice of Intention to Sell (the “Acceptance Period”).
Prior to or after but no later than ten 10 business days after the closing of such transaction, the Company shall notify (a “Delayed Notice”) each Preemptive Optionee that it may exercise preemptive rights under this Section 3.5 for its Applicable Preemptive Shares in amounts calculated in accordance with Section 3.5(a) for a fifteen (15) business day period after the giving of the Delayed Notice (the “Delay Period”).
If such rights are exercised by a Preemptive Optionee by delivery of a notice to the Company prior to the end of the Delay Period, the provisions of Section 3.5(c) shall apply to such Preemptive Optionee’s purchase of such Applicable Preemptive Shares, provided that the closing of such Applicable Preemptive Shares shall take place on such date as is set by the Company within fifteen (15) business days after the Delay Period.
The closing of all the purchases of all the Preemptive Shares shall take place simultaneously.
If such Transfer does not occur within such ninety (90) day period, the Company’s right to issue the Preemptive Shares under the foregoing sentence shall expire and the Company’s obligations under Section 7.1 shall be reinstated, and such securities shall not be Transferred without first being reoffered to SOF in compliance with Section 7.1.
A Rights Holder may, in its sole discretion, allocate its right to purchase its portion of the Preemptive Shares among its Affiliates and Related Funds, including any funds managed by such Rights Holder or its Affiliates.
If less than 100% of the Class B Holders shall have exercised their rights to purchase their respective Preemptive Shares of such New Securities (the “Non-Exercising Members”) then the LLP shall give each Electing Member which shall have exercised its right to purchase 100% of such Electing Member’s Preemptive Share of such New Securities, notice of the aggregate number or amount of New Securities not being purchased by the Non-Exercising Members.
If, at the end of such five (5) Business Day period, any Rights Holder has not exercised its right to purchase any of its pro rata portion of such Preemptive Shares by delivering such notice, such Rights Holder shall be deemed to have waived all of its rights under this Article 5 with respect to the purchase of such Preemptive Shares specified in the applicable Issuance Notice.

More Definitions of Preemptive Shares

Preemptive Shares shall have the meaning assigned to such term in Section 7.1. “Proceeding” shall mean any formal action, arbitration, mediation, dispute resolution, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative) in, commenced, brought, conducted, or heard by or before, or otherwise involving, any judge, court, arbitrator, mediator, or Governmental Authority of any kind, character, or nature, the results of which shall be legally binding on the parties subject thereto. “Process Agent” shall have the meaning set forth in Section 9.3. “Prohibited Transferees” has the meaning set forth in Section 9.7. “Pro Rata Amount” shall have the meaning set forth in Section 7.1. “Prospectus” shall mean the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. “Put Closing” shall have the meaning set forth in Section 6.6. Appendix A to Amended and Restated Shareholders’ Agreement

Preemptive Shares shall have the meaning specified in Section 4.1 herein.

Preemptive Shares means shares of Common Stock acquired pursuant to the rights set forth in Article II hereof or pursuant to any exercise or conversion of securities acquired pursuant to the rights set forth in article II hereof. EXHIBIT 12, P. 4 OF 14 AGREEMENT FOR WHOLESALE TELEPHONE EXCHANGE SERVICES, Z-NODE SERVICES, ANCILLARY SERVICES AND TECHNOLOGY LICENSE "Registrable Securities" means the Subscription Shares and the Preemptive Shares, and any shares of Common Stock issued upon any stock split, stock dividend, recapitalization, distribution, conversion or exchange of or with respect to such shares until, in the case of any share, (i) it no longer is held by MCI, or (ii) it is saleable by MCI pursuant to Rule 144(k) without any volume limitation applicable thereto.

Preemptive Shares has the meaning set forth in subparagraph 7(a)(i) below.

Preemptive Shares means any shares of the Common Stock or of the Preferred Stock of the corporation issued in a Preemptive Event.