Common use of Additional Issuance Notices Clause in Contracts

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the Company shall give notice (an “Issuance Notice”) of the proposed issuance or sale to each Pre-emptive Stockholder within seven (7) days following any meeting of the Directors at which any such issuance or sale is approved. The Issuance Notice shall be accompanied by a written offer to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares (each, a “Pre-emptive Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, and the aggregate amount and a description of the Additional Company Shares proposed to be issued and the percentage of the Company Shares that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty (30) days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share of the Additional Company Shares and the form of such purchase price if other than cash; and (iv) if the consideration to be paid by any Pre-emptive Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value thereof. The Issuance Notice shall also be accompanied by a statement of the Company Shares ownership of each stockholder of the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of the Additional Company Shares.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 9.01(a) to each the Pre-emptive Stockholder Members within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share Unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Board’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members’ holdings of each stockholder of the Company Preferred Units and Common Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Preferred Pro Rata Portion of the Additional Company Sharesany New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the Company shall give notice (an “Issuance Notice”) of the proposed issuance or sale to each Pre-emptive Stockholder within seven (7) days following any meeting of the Directors at which any such issuance or sale is approved. The Issuance Notice shall be accompanied by a written offer to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares (each, a “Pre-emptive Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) i. The identity of each Pre-emptive Purchaser, if known, and the aggregate amount and a description of the Additional Company Shares proposed to be issued and the percentage of the Company Shares that such issuance would represent; (ii) . the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty (30) days from the date of the Issuance Notice; (iii) . the proposed purchase price per Company Share of the Additional Company Shares and the form of such purchase price if other than cash; and (iv) . if the consideration to be paid by any Pre-emptive Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value thereof. The Issuance Notice shall also be accompanied by a statement of the Company Shares ownership of each stockholder of the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of the Additional Company Shares.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in this Section 4.17 to each the Pre-emptive Stockholder Holders within seven five (75) days Business Days following any meeting of the Board of Directors at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares the applicable New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: : (i1) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares that such issuance would represent; (ii) issued; the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; ; (iii3) the proposed purchase price per Company Share share of the Additional Company Shares New Securities and all other material terms of the form of such purchase price if other than cashoffer or sale; and and (iv4) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of a capitalization table or other securityholders’ ledger of the Company Shares ownership indicating the Pre-emptive Holders’ holdings of each stockholder capital stock of the Company and in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Holder to calculate its Pre-emptive Pro Rata Portion of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 9.01(a) to each the Pre-emptive Stockholder Emptive Members within seven (7) days 15 Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty (30) days from 30 Business Days after the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Board’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-Emptive Members’ holdings of each stockholder of the Company Preferred Units and Common Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Emptive Member to calculate its Preferred Pro Rata Portion of the Additional Company Sharesany New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 9.01(a) to each Pre-the Pre- emptive Stockholder Members within seven one (71) days Business Day following any meeting of the Directors Managing Member at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-non- cash consideration, the Directors’ good Managing Member’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement of the Company Shares ownership of each stockholder of the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of the Additional Company Shares.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 10.0l(a) to each the Pre-emptive Stockholder Members within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Board’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members’ holdings of each stockholder of the Company and Common Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Common Pro Rata Portion of the Additional Company Sharesany New Common Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 3.07(a) to each the Pre-emptive Stockholder Members within seven five (75) days Business Days following any meeting of the Directors Managers at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the DirectorsManagers’ good good-faith determination of the fair market value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members’ holdings of each stockholder of the Company and Class A Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Pro Rata Portion of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section IX.1(a) to each the Pre-emptive Stockholder Members within seven five (75) days Business Days following any meeting the Managers’ approval of the Directors at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company's Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Manager's good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members' holdings of each stockholder of the Company Preferred Units and Common Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Preferred Pro Rata Portion of the Additional Company Sharesany New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in Section 3.01(a) to each the Pre-emptive Stockholder Stockholders within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares the applicable New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares that such issuance would representissued; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share share of New Securities and all other material terms of the Additional Company Shares and the form of such purchase price if other than cashoffer or sale; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of a capitalization table or other stockholders ledger of the Company Shares ownership indicating the Pre-emptive Stockholders’ holdings of each stockholder of the Company and Capital Stock in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Stockholder to calculate its Pre-emptive Pro Rata Portion of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in Section 9.01(a) to each Pre-emptive Stockholder the Preferred Members within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approvedapproved and, if required, once approved under Section 4.06. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a fully diluted basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share Unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Board’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Members’ holdings of Units in a manner that enables each stockholder Member to calculate such Member’s Pro Rata Portion of the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in Section 3.01(a) to each Pre-emptive Stockholder within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer to purchase such Additional Company Shares from each any prospective purchaser of such Additional Company Shares seeking to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. purchase the applicable New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares that such issuance would representissued; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty (30) days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share share of New Securities and all other material terms of the Additional Company Shares and the form of such purchase price if other than cashoffer or sale; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of a capitalization table or other stockholders ledger of the Company Shares ownership of indicating each stockholder of the Company and a calculation in reasonable detail as to each Stockholder’s Pre-emptive Stockholder’s pro rata share Pro Rata Portion of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in Section 3.07(a) to each Pre-emptive Stockholder the Preemptive Members within seven ten (710) days following any meeting the Board’s approval of the Directors at which any such issuance or sale is approvedsale. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares the applicable New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares that such issuance would representissued; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share share of New Securities and all other material terms of the Additional Company Shares and the form of such purchase price if other than cashoffer or sale; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of a capitalization table or other Members ledger of the Company Shares ownership indicating the Preemptive Members’ holdings of Units in a manner that enables each stockholder Preemptive Member to calculate its Preemptive Pro Rata Portion of the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of the Additional Company Sharesany New Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “"Issuance Notice”") of the any proposed issuance or sale described in Section 9.01(a) to each the Pre-emptive Stockholder within seven (7) days Members following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall be accompanied by a written offer to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares (each, a “Pre-emptive Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, and the aggregate amount and a description of the Additional Company Shares capital proposed to be issued raised, the then Applicable Pro Rata Portion of each Member and the percentage of price per Unit for the Company Shares that such issuance would represent;New Securities; and (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty no later than five (305) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share of the Additional Company Shares and the form of such purchase price if other than cash; and (iv) if the consideration to be paid by any Pre-emptive Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members' holdings of each stockholder of the Company Preferred Units and Common Units, as applicable in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Applicable Pro Rata Portion of any New Securities. The Common Unit Member acknowledges and agrees that the Additional price per Unit for Preferred Units and Common Units included in the New Securities shall be the same. The Common Unit Member agrees not to challenge the price per Unit of New Securities or bring any claims with respect to such price per Unit so long as the Company Sharescomplies with its obligations under this Article IX.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale described in Section 9.01(a) to each the Pre-emptive Stockholder Members within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share unit of the Additional Company Shares and the form of such purchase price if other than cashNew Securities; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good Board’s good-faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of the Company Shares ownership Members Schedule indicating the Pre-emptive Members’ holdings of each stockholder of the Company Preferred Units and Common Units in a calculation in reasonable detail as to manner that enables each Pre-emptive Stockholder’s pro rata share Member to calculate its Preferred Pro Rata Portion of the Additional Company Sharesany New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. If the Company desires to issue Additional Company Shares, the The Company shall give written notice (an “Issuance Notice”) of the any proposed issuance or sale of New Securities described in Section 3.01(a) to each the Pre-emptive Stockholder Stockholders within seven five (75) days Business Days following any meeting of the Directors Board at which any such issuance or sale is approved. The Issuance Notice shall shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase such Additional Company Shares from each prospective purchaser of such Additional Company Shares the applicable New Securities (each, a “Pre-emptive Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, the number and the aggregate amount and a description of the Additional Company Shares New Securities proposed to be issued and the percentage of the Company Shares that such issuance would representissued; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least thirty twenty (3020) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Company Share share of New Securities and all other material terms of the Additional Company Shares and the form of such purchase price if other than cashoffer or sale; and (iv) if the consideration to be paid by any Pre-emptive the Prospective Purchaser includes non-cash consideration, the Directors’ good faith determination of the fair market value Fair Market Value thereof. The Issuance Notice shall also be accompanied by a statement current copy of a capitalization table or other stockholders ledger of the Company Shares ownership of each stockholder of indicating the Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share holdings of the Additional Company SharesCapital Stock in a manner that enables each Pre-emptive Stockholder to calculate its Pre-emptive Pro Rata Portion of any New Securities.