Common use of Consequences of Failure to Subscribe for Full Proportionate Share Clause in Contracts

Consequences of Failure to Subscribe for Full Proportionate Share. Should any Party elect not to subscribe for its full Basic Share Proportion of the Shares then being offered (a "Non-Subscribing Party"), then such Non-Subscribing Party shall thereafter have no greater rights than any person or entity not a Party to this Agreement to subscribe for Shares later offered by PTSC. In the event any Party fails to notify the Board of Directors in writing within such thirty (30) day period that it will subscribe to its Basic Share Proportion of the new Shares to be issued, or notifies the Board of Directors in writing that it will not subscribe to such new Shares or will subscribe to fewer new Shares than those to which it is entitled, then the Board of Directors shall first offer such Shares (the "Non-Subscribing Party Shares") to the other Parties. Each Party receiving such notice shall have thirty (30) days to notify PTSC whether it desires to purchase its Basic Share Proportion of the Non-Subscribing Party Shares. If the total number of Non-Subscribing Party Shares desired by the other Parties exceeds the total number of Non-Subscribing Party Shares to be issued, then each Party desiring Non- Subscribing Party Shares may acquire at least the number of Non- Subscribing Party Shares that bears the same ratio to the total number of Non-Subscribing Party Shares to be issued that such Party's Basic Share Proportion bears to the aggregate Basic Share Proportion of all Parties giving such notice; provided that should any Party accept in writing less than the number of Shares to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares it has so accepted, and the remaining Shares shall be divided proportionately as above among those Parties who have accepted more than the number of Shares to which they would be entitled in accordance with the foregoing. If the other Parties do not subscribe for Non-Subscribing Party Shares within the time limits established above, then the Board of Directors may offer such Shares to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.

Consequences of Failure to Subscribe for Full Proportionate Share. Should any Party elect not to subscribe for its full Basic Share Proportion proportionate share of the Shares then being offered (a "Non-Subscribing Party"), then such Non-Non- Subscribing Party shall thereafter have no greater rights than any person or entity not a Party to this Agreement to subscribe for Shares later offered by PTSCthe Project Company. In the event any Party fails to notify the Board of Directors in writing within such thirty (30) day period that it will subscribe to all of its Basic Share Proportion proportionate share of the new Shares to be issued, or notifies the Board of Directors in writing that it will not subscribe to such new Shares or will subscribe to fewer new Shares than those to which it is entitled, then the Board of Directors shall first offer such Shares (the "Non-Subscribing Party Shares") to the other Parties. Each Party receiving such notice shall have thirty (30) days to notify PTSC the Project Company whether it desires to purchase its Basic Share Proportion proportionate share of the Non-Subscribing Party Shares. If the total number of Non-Subscribing Party Shares desired by the other Parties exceeds the total number of Non-Non- Subscribing Party Shares to be issued, then each Party desiring Non- Non-Subscribing Party Shares may acquire at least the number of Non- Non-Subscribing Party Shares that bears the same ratio to the total number of Non-Subscribing Party Shares to be issued that such Party's Basic Share Proportion bears to the aggregate Basic Share Proportion of all Parties giving such notice; provided that should any Party accept in writing less than the number of Shares to which it he would be entitled under the foregoing, such Party shall be entitled only to the number of Shares it has so accepted, and the remaining Shares shall be divided proportionately as above among those Parties who have accepted more than the number of Shares to which they would be entitled in accordance with the foregoing. If the other Parties do not subscribe for Non-Non- Subscribing Party Shares within the time limits established above, then the Board of Directors may offer such Shares to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.

Consequences of Failure to Subscribe for Full Proportionate Share. Should any Party elect not to subscribe for its full Basic Share Proportion of the Shares then being offered (a "Non-Subscribing Party"), then such Non-Subscribing Party shall thereafter have no greater rights than any person or entity not a Party to this Agreement to subscribe for Shares later offered by PTSC. In the event any Party fails to notify the Board of Directors in writing within such thirty (30) day period that it will subscribe to its Basic Share Proportion of the new Shares to be issued, or notifies the Board of Directors in writing that it will not subscribe to such new Shares or will subscribe to fewer new Shares than those to which it is entitled, then the Board of Directors shall first offer such Shares (the "Non-Subscribing Party Shares") to the other Parties. Each Party receiving such notice shall have thirty (30) days to notify PTSC whether it desires to purchase its Basic Share Proportion of the Non-Subscribing Party Shares. If the total number of Non-Subscribing Party Shares desired by the other Parties exceeds the total number of Non-Subscribing Party Shares to be issued, then each Party desiring Non- Subscribing Party Shares may acquire at least the number of Non- Subscribing Party Shares that bears the same ratio to the total number of Non-Subscribing Party Shares to be issued that such Party's Basic Share Proportion bears to the aggregate Basic Share Proportion of all Parties giving such notice; provided that should any Party accept in writing less than the number of Shares to which it would be entitled under the foregoing, such Party shall be entitled only to the number of Shares it has so accepted, and the remaining Shares shall be divided proportionately as above among those Parties who have accepted more than the number of Shares to which they would be entitled in accordance with the foregoing. If the other Parties do not subscribe for Non-Subscribing Party Shares within the time limits established above, then the Board of Directors may offer such Shares to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion of each Party and the third party (if applicable) shall be adjusted in accordance with its ownership percentage. ARTICLE 5.

Consequences of Failure to Subscribe for Full Proportionate Share. Should any Party Shareholder elect not to subscribe for its full Basic Share Proportion of the Shares then being offered (a "“Non-Subscribing Party"Shareholder”), then such Non-Subscribing Party Shareholder shall thereafter have no greater rights than any person or entity not a Party to this Agreement Shareholder to subscribe for Shares later offered by PTSCPTS. In the event any Party Shareholder fails to notify the Board of Directors in writing within such thirty (30) day period that it will subscribe to its Basic Share Proportion of the new Shares to be issued, or notifies the Board of Directors in writing that it will not subscribe to such new Shares or will subscribe to fewer new Shares than those to which it is entitled, then the Board of Directors shall first offer such Shares (the "“Non-Subscribing Party Shareholder Shares"”) {PH007005.1} 6 to the other PartiesShareholders. Each Party Shareholder receiving such notice shall have thirty (30) days to notify PTSC PTS whether it desires to purchase its Basic Share Proportion of the Non-Subscribing Party Shareholder Shares. If the total number of Non-Subscribing Party Shareholder Shares desired by the other Parties Shareholders exceeds the total number of Non-Subscribing Party Shareholder Shares to be issued, then each Party Shareholder desiring Non- Non-Subscribing Party Shareholder Shares may acquire at least the number of Non- Non-Subscribing Party Shareholder Shares that bears the same ratio to the total number of Non-Subscribing Party Shareholder Shares to be issued that such PartyShareholder's Basic Share Proportion bears to the aggregate Basic Share Proportion of all Parties Shareholders giving such notice; provided that should any Party Shareholder accept in writing less than the number of Shares to which it would be entitled under the foregoing, such Party Shareholder shall be entitled only to the number of Shares it has so accepted, and the remaining Shares shall be divided proportionately as above among those Parties Shareholders who have accepted more than the number of Shares to which they would be entitled in accordance with the foregoing. If the other Parties Shareholders do not subscribe for Non-Subscribing Party Shareholder Shares within the time limits established above, then the Board of Directors Directors, subject to the Articles of Association of PTS, may offer such Shares to third parties, with the prior approval of a General Meeting of Shareholders. Upon completion of the foregoing transactions, the Basic Share Proportion of each Party Shareholder and the third party (if applicable) shall be adjusted in accordance with its ownership percentage.