Common use of Anti-Dilutive Rights Clause in Contracts

Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted to the Investor under Article 7, and subject to Article 7, if the Company is making any proposed public (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of (i) Quotas or shares or (ii) any other security convertible into or exercisable for Quotas (excluding issuances in connection with the Option) or shares, then the Company will send written notice to the Investor not less than 45 days before the Proposed Issuance setting forth all material terms of the Proposed Issuance including the manner of sale, the sale price or the amount and type of other consideration to be received by the Company. (b) The Investor will have the right, by sending written notice to the Company within 20 days after receipt of the Company’s notice, to make an additional cash contribution as is necessary to maintain its Fully Diluted Ownership Percentage as it existed immediately prior to that Proposed Issuance, at the same price set forth in the Company’s notice. If the Proposed Issuance is not for cash, then the fair market value of the property or other consideration received by the Company will be determined by an independent third party appraiser mutually acceptable to the Company and the Investor. The written notice delivered pursuant to this Section 6.12(b) will be irrevocable unless (i) closing of the Investor’s contribution under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occur. (c) Subject to Section 6.15, a closing for the additional contribution under this Section 6.12 will occur on (i) the date on which the Proposed Issuance occurs, as the case may be, or (ii) a later date as may be agreed to by the Investor and the Company, at a time and place specified by the Investor in a notice provided to the Company at least 10 days prior to the closing. The Company and the Investor will provide customary closing certificates and other related documents as the Investor and the Company, as appropriate, reasonably request.

Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted to the Investor under Article 7Except as provided in --------------------- Section 2.01(c) below, and subject to Article 7so long as TDF is Qualified, if the Company is making shall not issue, sell or transfer any proposed public Equity Securities to any person (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of (i) Quotas or shares or (ii) any other security convertible into or exercisable for Quotas (excluding issuances than in connection with the Option) or shares, then the Company will send written notice IPO but only to the Investor extent that the TDF Consolidated Group Interest is not thereby reduced to less than 45 days before 20%) unless TDF is offered in writing the Proposed Issuance setting forth all material terms right to purchase, at the same price in cash for which such Equity Security is being offered to such other person(s) (provided that if such Equity Security is being -------- offered to such other person(s) for consideration other than cash or cash equivalents, the price in cash for which such Equity Security is being offered shall be deemed to be the Fair Market Value (as determined in good faith by the Board) of such consideration as of the Proposed Issuance including date of issuance of such Equity Security), and on the manner same other terms proposed to be issued and sold (it being understood that TDF shall have the benefit of saleany underwriting or similar discount), an amount of such Equity Securities (the "Maintenance Securities") as ---------------------- is necessary for the TDF Group to maintain the TDF Consolidated Group Interest, the sale price TDF Group Interest and the TDF Non-Voting Equity Interest (as defined), as applicable, as would exist immediately prior to such issuance (the "Anti- ---- dilutive Rights"); provided that, with respect to the initial issuance by the --------------- -------- Company following the date of this Agreement of Equity Securities which are not Voting Securities, the TDF Non-Voting Equity Interest shall be deemed to be equal to the TDF Consolidated Group Interest or the amount TDF Group Interest, as applicable, and type thereafter "TDF Non-Voting Equity Interest" shall ------------------------------ mean the percentage of other consideration to be received non-voting Equity Securities owned, directly or indirectly, by the CompanyTDF Group. TDF shall have the right, during the period specified in Section 2.01(b), to accept the offer for any or all of the Maintenance Securities. (b) The Investor will have the right, by sending written notice If TDF does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 2.01(a) within 20 days Business Days after TDF's receipt of such offer, TDF shall be deemed to have waived its right to purchase all or any part of the Company’s notice, to make an additional cash contribution Maintenance Securities as is necessary to maintain its Fully Diluted Ownership Percentage as it existed immediately prior to that Proposed Issuance, at the same price set forth in the Company’s notice. If the Proposed Issuance is not for cash, then the fair market value of the property or other consideration received by the Company will be determined by an independent third party appraiser mutually acceptable to the Company and the Investor. The written notice delivered pursuant to this Section 6.12(b) will be irrevocable unless (i) closing of the Investor’s contribution such offer but TDF shall retain its rights under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occurArticle II with respect to future offers. (c) Subject The Anti-dilutive Rights set forth above shall not apply to (i) the grant or exercise of options to purchase Common Stock to employees, directors or consultants of the Company or any of its Subsidiaries prior to the date of the Exchange Agreement and listed on Schedule 6.32 to the Exchange Agreement or otherwise pursuant to a stock option or similar executive employee benefit plan in existence on the date hereof; (ii) the grant or exercise of options to purchase Common Stock or the issuance of shares of Common Stock as compensation in the ordinary course of business consistent with practice for public companies of a size and nature (e.g., high growth companies), as ---- determined by approval of a Special Majority Vote of the Board with a statement to such effect, as the Company to employees or directors of the Company or any of its Subsidiaries or otherwise pursuant to a stock option or similar executive or employee benefit plan adopted by the Board after the Closing in the ordinary course of business consistent with such practice; (iii) the grant or exercise of options to purchase or the issuance of Common Stock of the Company as compensation in the ordinary course of business consistent with past practice to consultants of the Company or any of its Subsidiaries representing not more than 1% of the aggregate amount of the Common Stock outstanding at the time of such grant or issuance; (iv) the issuance of shares of Common Stock issuable upon conversion of, or in respect of dividends on, the Senior Preferred Stock, or upon exercise of the Senior Preferred Warrants; (v) securities issued pursuant to any stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction, which securities are issued pro rata among, and pro rata within, all classes of stock which are subject to such stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction; (vi) securities issued upon conversion or exchange of any Equity Security in connection with which TDF had been granted Anti-dilutive Rights upon the issuance thereof in accordance with Section 6.152.01(a); and (vii) Voting Securities issued upon exercise of the Rights (as defined in the Exchange Agreement) pursuant to the Rights Plan (as defined in the Exchange Agreement); provided that the action referred to in clauses (ii), a (iii) or (v) of this -------- Section 2.01(c), as the case may be, shall have been approved (to the extent required) in accordance with the provisions of this Agreement. (d) A closing for the additional contribution under this purchase of Maintenance Securities pursuant to Section 6.12 will 2.01(a) shall occur on the later of (i) the date on which the Proposed Issuance occurs, as the case may be, such public or private issuance occurs and (ii) a later such date as may be agreed to by the Investor TDF and the Company, at a time and place specified by the Investor TDF in a notice provided to the Company at least 10 days prior to such closing date. In connection with such closing, the closing. The Company and the Investor will TDF shall provide such customary closing certificates and other related documents opinions as the Investor and TDF or the Company, as appropriate, shall reasonably request.

Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted to the Investor under Article 7Except as provided in --------------------- Section 2.01(c) below, and subject to Article 7so long as TDF is Qualified, if the Company is making shall not issue, sell or transfer any proposed public Equity Securities to any person (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of (i) Quotas or shares or (ii) any other security convertible into or exercisable for Quotas (excluding issuances than in connection with the Option) or shares, then the Company will send written notice IPO but only to the Investor extent that the TDF Consolidated Group Interest is not thereby reduced to less than 45 days before 20%) unless TDF is offered in writing the Proposed Issuance setting forth all material terms of the Proposed Issuance including the manner of sale, the sale price or the amount and type of other consideration right to be received by the Company. (b) The Investor will have the right, by sending written notice to the Company within 20 days after receipt of the Company’s notice, to make an additional cash contribution as is necessary to maintain its Fully Diluted Ownership Percentage as it existed immediately prior to that Proposed Issuancepurchase, at the same price set forth in cash for which such Equity Security is being offered to such other person(s) (provided that if such Equity Security is being -------- offered to such other person(s) for consideration other than cash or cash equivalents, the Company’s notice. If price in cash for which such Equity Security is being offered shall be deemed to be the Proposed Issuance is not for cash, then Fair Market Value (as determined in good faith by the fair market value Board) of such consideration as of the property date of issuance of such Equity Security), and on the same other terms proposed to be issued and sold (it being understood that TDF shall have the benefit of any underwriting or other consideration received similar discount), an amount of such Equity Securities (the "Maintenance Securities") as ---------------------- is necessary for the TDF Group to maintain the TDF Consolidated Group Interest, the TDF Group Interest and the TDF Non-Voting Equity Interest (as defined), as applicable, as would exist immediately prior to such issuance (the "Anti- ---- dilutive Rights"); provided that, with respect to the initial issuance by the --------------- -------- Company will following the date of this Agreement of Equity Securities which are not Voting Securities, the TDF Non-Voting Equity Interest shall be determined by an independent third party appraiser mutually acceptable deemed to be equal to the Company TDF Consolidated Group Interest or the TDF Group Interest, as applicable, and thereafter "TDF Non-Voting Equity Interest" shall mean the Investor------------------------------ percentage of non-voting Equity Securities owned, directly or indirectly, by the TDF Group. The written notice delivered pursuant TDF shall have the right, during the period specified in Section 2.01(b), to this Section 6.12(b) will be irrevocable unless (i) closing accept the offer for any or all of the Investor’s contribution under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occurMaintenance Securities. (c) Subject to Section 6.15, a closing for the additional contribution under this Section 6.12 will occur on (i) the date on which the Proposed Issuance occurs, as the case may be, or (ii) a later date as may be agreed to by the Investor and the Company, at a time and place specified by the Investor in a notice provided to the Company at least 10 days prior to the closing. The Company and the Investor will provide customary closing certificates and other related documents as the Investor and the Company, as appropriate, reasonably request.

Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted Except as provided in Section 4.03(c) below or Section 5.01, Holdings shall not issue, sell or transfer any Common Equity Securities to the Investor under Article 7, and subject to Article 7, if the Company is making any proposed public (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of Person unless (i) Quotas or shares or each of Shell and Sierra Acquisition is offered in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Equity Securities and (ii) any other security convertible each SAR Holder is offered in writing the right to enter into or exercisable a contractual arrangement with Holdings which will provide to such Holder the same economic benefit such Holder would have received had he purchased such Common Equity Securities, for Quotas the same price such Holder would have paid had such Holder purchased an amount of Common Equity Securities (excluding issuances in connection with such shares and contract rights collectively, the Option) or shares"MAINTENANCE INTERESTS"), then the Company will send written notice as is equal to the Investor not less than 45 days before total amount of Common Equity Securities to be offered multiplied by a fraction, the Proposed Issuance setting forth numerator of which is the number of shares of Fully Diluted Common Stock owned by each such Person immediately prior to such sale and the denominator of which is the total number of shares of Fully Diluted Common Stock outstanding immediately prior to such sale. Such holders shall have the right, during the period specified in Section 4.03(b), to accept the offer for any or all material terms of the Proposed Issuance including Maintenance Interests. If a Person does not purchase all of the manner of saleMaintenance Interests which it has the right to purchase pursuant to this Section 4.03, Shell, Sierra Acquisition and their Affiliates shall have the sale price or the amount and type of other consideration right to be received by the Companypurchase such Maintenance Interests. (b) The Investor will have the right, by sending If such holder does not deliver to Holdings written notice of acceptance of any offer made pursuant to the Company Section 4.03(a) within 20 days Business Days after such holder's receipt of the Company’s noticesuch offer, such holder shall be deemed to make an additional cash contribution have waived its right to purchase all or any part of its Maintenance Interests as is necessary to maintain its Fully Diluted Ownership Percentage as it existed immediately prior to that Proposed Issuance, at the same price set forth in the Company’s notice. If the Proposed Issuance is not for cashsuch offer, then the fair market value of the property or other consideration received by the Company will be determined by an independent third party appraiser mutually acceptable to the Company and the Investor. The written notice delivered pursuant to this Section 6.12(b) will be irrevocable unless (i) closing of the Investor’s contribution but such holder shall retain its rights under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occurArticle 4 with respect to future offers. (c) Subject The anti-dilution rights set forth above shall not apply to (i) the grant or exercise of options to purchase Common Stock or the issuance of shares of Common Stock to employees of Holdings or any of its Subsidiaries or otherwise pursuant to a plan adopted by the Board with the consent of Shell (ii) the issuance of shares of Common Stock issuable upon exercise of any option, warrant, Convertible Security or other rights to purchase or subscribe for Common Stock or (iii) securities issued pursuant to any stock split, stock dividend or other similar stock recapitalization, PROVIDED that the action referred to in clauses (i), (ii) or (iii) of this Section 6.154.03(c) as the case may be, a shall have been approved (to the extent required) in accordance with the provisions of this Agreement and the Certificate of Incorporation. (d) A closing for the additional contribution under purchase of Maintenance Interests pursuant to this Section 6.12 will shall occur on the later of (i) the date on which the Proposed Issuance occurs, as the case may be, such public or private issuance occurs and (ii) a later such date as may be agreed to by the Investor such holder and the CompanyHoldings, at a time and place specified by the Investor such holder in a notice provided to the Company Holdings at least 10 ten (10) days prior to the such specified closing date. In connection with such closing. The Company , Holdings and the Investor will such holder shall provide such customary closing certificates and other related documents opinions as the Investor and the Companysuch holder or Holdings, as appropriate, shall reasonably request.

Anti-Dilutive Rights. (a) From and after the date Effective Date (defined in Section 4(k)) until such time as all of the Closing until Class B Common Stock owned by Parent has been converted into Class A Common Stock and Parent ceases to own any Class B Common Stock, in the termination event of the rights granted to the Investor under Article 7, and subject to Article 7, if the Company is making any proposed public (if converted back to a sociedad anónima) or private issuance issuances (each a “Proposed Issuance”"PROPOSED ISSUANCE") of shares of (i) Quotas or shares or Class A Common Stock, (ii) Class B Common Stock or (iii) any other capital stock of the Company or any other security convertible into or exercisable or exchangeable (with or without the payment of additional consideration) for Quotas Class A Common Stock, Class B Common Stock or other capital stock of the Company (excluding issuances in connection with of shares of Class A Common Stock upon conversion of Class B Common Stock) (any such security a "DERIVATIVE SECURITY") (the Option) or shares, then securities of the Company will referred to in clauses (i), (ii) and (iii) being referred to herein as "CAPITAL STOCK"), the Company shall send written notice thereof to the Investor Parent not less than 45 forty-five (45) days before the prior to such Proposed Issuance setting Issuance, which notice must set forth all material terms of the Proposed Issuance including including, without limitation, the manner of sale, the per share sale price or (the "SALE PRICE") and the amount and type of any other consideration to be received by the Company. (b) The Investor Parent will have the right, by sending irrevocable written notice thereof to the Company within 20 thirty (30) days after receipt of the Company’s 's notice, to make an additional cash contribution purchase up to such number of shares of Capital Stock or Derivative Securities, subject to Section 3(b), as is necessary to maintain its Voting Power Ownership Percentage or its Fully Diluted Ownership Percentage (whichever is greater) as it they existed immediately prior to that such Proposed Issuance, at the same price set forth in the Company’s notice. If the Proposed Issuance is not for cash, then the fair market value of the property or other consideration received by the Company will be determined by an independent third party appraiser mutually acceptable to the Company and the Investor. The written notice delivered pursuant to this Section 6.12(b) will be irrevocable unless (i) closing of the Investor’s contribution under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occur. (c) Subject to Section 6.15, a closing for the additional contribution under this Section 6.12 will occur on (i) the date on which the Proposed Issuance occurs, as the case may be, or (ii) a later date as may be agreed to by the Investor and the Company, at a time and place specified by the Investor in a notice provided to the Company at least 10 days prior to the closing. The Company and the Investor will provide customary closing certificates and other related documents as the Investor and the Company, as appropriate, reasonably request.