Common use of Exercise of Preemptive Right Clause in Contracts

Exercise of Preemptive Right. (a) Each Preemptive Right Holder shall have the right and option, for a period of seven (7) Business Days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its pro rata share of the Issuance Securities at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preemptive Right Holder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the number of Issuance Securities such Preemptive Right Holder will purchase, which shall not be more than such Preemptive Right Holder’s pro rata share of the Issuance Securities. (b) All sales of Issuance Securities to the Preemptive Right Holders subject to any Preemptive Offer Notice shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory Business Day within twenty (20) Business Days after the expiration of the Preemptive Acceptance Period. The delivery of certificates or other instruments, if any, evidencing such Issuance Securities shall be made by the Company, as applicable, on such date against payment by the Preemptive Right Holders of the purchase price for such Issuance Securities. (c) If any Issuance Securities set forth in the Preemptive Offer Notice remain unpurchased or unsubscribed after the Preemptive Right Holders have either exercised or waived their rights under this Section 4.3, then the Company may issue all or any portion of such Issuance Securities so offered and not purchased or subscribed, at a price not less than the purchase price, and on terms and conditions not more favorable to the Proposed Recipient than the purchase price, terms and conditions stated in the Preemptive Offer Notice at any time within ninety (90) days after the expiration of the Preemptive Acceptance Period (the “Issuance Period”); provided, that if such issuance is subject to Regulatory Approval, the Issuance Period shall be extended until the expiration of the fifteenth (15th) Business Day following the receipt of all such Regulatory Approvals, but in no event later than one hundred and eighty (180) days following the expiration of the Preemptive Acceptance Period. In the event that all of the Issuance Securities are not so issued during the Issuance Period, the right of the Company to issue such unsold Issuance Securities shall expire and the obligations of this Section 4 shall be reinstated and such unsold Issuance Securities shall not be offered unless first reoffered to the Preemptive Right Holders in accordance with this Section 4. (d) Any Preemptive Right Holder that fails to deliver a Preemptive Acceptance Notice in accordance with Section 4.3(a) shall be deemed to have irrevocably waived any and all rights under this Section 4 with respect to a Preemptive Offer (but not with respect to any future Preemptive Offers).

Exercise of Preemptive Right. (ai) Each Preemptive Right Holder Investor shall have the right and option, for a period of seven to give written notice (7the “Purchase Notice”) Business to the Disposing Shareholders within five (5) Working Days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), ) of receipt of the Notice of Transfer to elect give priority to purchase all or any portion of its pro rata share of the Issuance Securities at the purchase price and Sold Shares on the terms and conditions stated set forth in the Preemptive Offer Notice. Each Preemptive Right Holder may accept Notice of Transfer (subject to the Preemptive Offer by delivering a written notice provisions of Clause 4.1(b)(ii) below) (the “Preemptive Acceptance NoticeRight”). The Purchase Notice shall state the amount of Sold Shares to be purchased by each Investor. (ii) The number of Sold Shares available for each Investor: Where each Investor claims to exercise the Preemptive Right, the respective purchase proportion shall be determined through consultation. If no agreement can be reached, the Preemptive Right shall be exercised in proportion to the Company within total number of shares held by the investors who claim the Preemptive Acceptance Period specifying Right at the number time of Issuance Securities such Preemptive Right Holder will purchasetransfer, which shall not be more than such equal to the total number of shares held by the Investors who claim the Preemptive Right Holder’s pro rata share of the Issuance Securitiesat that time. (biii) All sales If an ongoing Transfer arises as a result of Issuance Securities to enforcement of law or another involuntary transfer (including a transfer arising from death, divorce, separation or insolvency), the Preemptive Right Holders price per share should be the higher of the following: (A) the original purchase price paid by the Disposing Shareholder for the Sold Shares (subject to any Preemptive Offer Notice shall such adjustments as may be consummated contemporaneously at the offices of the Company on a mutually satisfactory Business Day within twenty (20) Business Days after the expiration of the Preemptive Acceptance Period. The delivery of certificates or other instruments, if any, evidencing such Issuance Securities shall be made by the Company, as applicable, on such date against payment by the Preemptive Right Holders of the purchase price for such Issuance Securities. (c) If any Issuance Securities set forth appropriate in the Preemptive Offer Notice remain unpurchased or unsubscribed after case of share splits, dividends distribution, mergers and the Preemptive Right Holders have either exercised or waived their rights under this Section 4.3like), then the Company may issue all or any portion of such Issuance Securities so offered and not purchased or subscribed, at a price but not less than the purchase pricenominal value, or (B) the fair market value (not less than the nominal value) of the Sold Shares, as determined by the Board of Directors, taking into account such factors as the Company’s current income and future prospects and reflecting the current value of the Shares, and on terms and conditions not more favorable to determined by the Proposed Recipient than the purchase price, terms and conditions stated in the Preemptive Offer Notice at any time Company within ninety thirty (9030) days after the expiration Working Days of receipt of the Preemptive Acceptance Period (Notice of Transfer. If the “Issuance Period”); providedDisposing Shareholder or the executor of the Disposing Shareholder disagrees with the valuation determined by the Board of Directors, that if such issuance is subject then the Disposing Shareholder or the executor of the Disposing Shareholder shall have the right to Regulatory Approvalentrust an independent appraiser agreed by the Company and the Disposing Shareholder or the executor of the Disposing Shareholder to determine the valuation, and the Issuance Period appraiser’s expenses shall be extended until shared equally between the expiration Company and the Disposing Shareholder or the estate of the fifteenth (15th) Business Day following the receipt of all such Regulatory Approvals, but in no event later than one hundred and eighty (180) days following the expiration of the Preemptive Acceptance Period. In the event that all of the Issuance Securities are not so issued during the Issuance Period, the right of the Company to issue such unsold Issuance Securities shall expire and the obligations of this Section 4 shall be reinstated and such unsold Issuance Securities shall not be offered unless first reoffered to the Preemptive Right Holders in accordance with this Section 4Disposing Shareholder. (d) Any Preemptive Right Holder that fails to deliver a Preemptive Acceptance Notice in accordance with Section 4.3(a) shall be deemed to have irrevocably waived any and all rights under this Section 4 with respect to a Preemptive Offer (but not with respect to any future Preemptive Offers).

Exercise of Preemptive Right. (ai) Each Preemptive Right Holder Investor shall have the right and option, for a period of seven to give written notice (7the “Purchase Notice”) Business to the Disposing Shareholders within five (5) Working Days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), ) of receipt of the Notice of Transfer to elect give priority to purchase all or any portion of its pro rata share of the Issuance Securities at the purchase price and Sold Shares on the terms and conditions stated set forth in the Preemptive Offer Notice. Each Preemptive Right Holder may accept Notice of Transfer (subject to the Preemptive Offer by delivering a written notice provisions of Clause 4.1(b)(ii) below) (the “Preemptive Acceptance NoticeRight”). The Purchase Notice shall state the amount of Sold Shares to be purchased by each Investor. (ii) The number of Sold Shares available for each Investor: Where Investors claim to exercise the Preemptive Right, the respective purchase proportion shall be determined through consultation. If no agreement can be reached, the Preemptive Right shall be exercised in proportion to the Company within total number of shares held by the investors who claim the Preemptive Acceptance Period specifying Right at the number time of Issuance Securities such Preemptive Right Holder will purchasetransfer, which shall not be more than such equal to the total number of shares held by the investors who claim the Preemptive Right Holder’s pro rata share of the Issuance Securitiesat that time. (biii) All sales If an ongoing Transfer arises as a result of Issuance Securities to enforcement of law or another involuntary transfer (including a transfer arising from death, divorce, separation or insolvency), the Preemptive Right Holders price per share should be the higher of the following: (A) the original purchase price paid by the Disposal Shareholder for the Sold Shares (subject to any Preemptive Offer Notice shall such adjustments as may be consummated contemporaneously at the offices of the Company on a mutually satisfactory Business Day within twenty (20) Business Days after the expiration of the Preemptive Acceptance Period. The delivery of certificates or other instruments, if any, evidencing such Issuance Securities shall be made by the Company, as applicable, on such date against payment by the Preemptive Right Holders of the purchase price for such Issuance Securities. (c) If any Issuance Securities set forth appropriate in the Preemptive Offer Notice remain unpurchased or unsubscribed after case of share splits, dividends distribution, mergers and the Preemptive Right Holders have either exercised or waived their rights under this Section 4.3like), then the Company may issue all or any portion of such Issuance Securities so offered and not purchased or subscribed, at a price but not less than the purchase pricenominal value, or (B) the fair market value (not less than the nominal value) of the Sold Shares, as determined by the Board of Directors, taking into account such factors as the Company’s current income and future prospects and reflecting the current value of the Shares, and on terms and conditions not more favorable to determined by the Proposed Recipient than the purchase price, terms and conditions stated in the Preemptive Offer Notice at any time Company within ninety thirty (9030) days after the expiration Working Days of receipt of the Preemptive Acceptance Period (Notice of Transfer. If the “Issuance Period”); providedDisposing Shareholder or the executor of the Disposing Shareholder disagrees with the valuation determined by the Board of Directors, that if such issuance is subject then the Disposing Shareholder or the executor of the disposing shareholder shall have the right to Regulatory Approvalentrust an independent appraiser agreed by the Company and the Disposing Shareholder or the executor of the Disposing Shareholder to determine the valuation, and the Issuance Period appraiser’s expenses shall be extended until shared equally between the expiration Company and the Disposing Shareholder or the estate of the fifteenth (15th) Business Day following the receipt of all such Regulatory Approvals, but in no event later than one hundred and eighty (180) days following the expiration of the Preemptive Acceptance Period. In the event that all of the Issuance Securities are not so issued during the Issuance Period, the right of the Company to issue such unsold Issuance Securities shall expire and the obligations of this Section 4 shall be reinstated and such unsold Issuance Securities shall not be offered unless first reoffered to the Preemptive Right Holders in accordance with this Section 4Disposing Shareholder. (d) Any Preemptive Right Holder that fails to deliver a Preemptive Acceptance Notice in accordance with Section 4.3(a) shall be deemed to have irrevocably waived any and all rights under this Section 4 with respect to a Preemptive Offer (but not with respect to any future Preemptive Offers).

Exercise of Preemptive Right. (a) Each Preemptive Right Holder shall have In the right and optionevent that the Company proposes to issue New Securities, for it may give the Purchaser a period written notice of seven (7) Business Days after delivery of the Preemptive Offer Notice its intention to issue New Securities (the “Preemptive Acceptance PeriodIssuance Notice”), to elect to purchase all or any portion describing the approximate number and type of its pro rata share of the Issuance Securities at the purchase price and on New Securities, the terms of such New Securities, the estimated pricing date, the estimated price range (as may be modified in accordance with the provisions hereof, the “Estimated Price Range”) and conditions stated in the Preemptive Offer Noticeother terms upon which the Company proposes to issue and sell such New Securities. Each Preemptive Right Holder may accept Any such Issuance Notice shall be delivered to the Preemptive Offer by delivering a written notice Purchaser not less than five (5) business days prior to the pricing (the “Preemptive Acceptance NoticePricing”) of such New Securities. If the estimated pricing date or the Estimated Price Range shall change, the Company shall promptly notify the Purchaser prior to the Company within Pricing, provided that in the Preemptive Acceptance Period specifying event of any change in the number of Issuance Securities such Preemptive Right Holder will purchaseEstimated Price Range, which shall not be more than such Preemptive Right Holder’s pro rata share of the Issuance Securities. (b) All sales of Issuance Securities to the Preemptive Right Holders subject to any Preemptive Offer Notice Purchaser shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory Business Day within twenty (20) Business Days after the expiration of the Preemptive Acceptance Period. The delivery of certificates or other instruments, if any, evidencing such Issuance Securities shall be made by the Company, entitled to revoke any agreement to purchase that it may have delivered as applicable, on such date against payment by the Preemptive Right Holders of the purchase price for such Issuance Securities. (c) If any Issuance Securities set forth in the Preemptive Offer following sentence. Following receipt of an Issuance Notice remain unpurchased as set forth in the first two sentences of this paragraph, the Purchaser shall have the right, by giving written notice to the Company at least three (3) days prior to the Pricing, to either (x) agree to purchase up to its Pro Rata Share of such New Securities within the Estimated Price Range and upon the general terms specified in the Issuance Notice (which shall not exceed the Purchaser’s Pro Rata Share) or unsubscribed after (y) waive its right to so purchase up to its Pro Rata Share of such New Securities. If, following receipt of an Issuance Notice as set forth in the Preemptive Right Holders have either exercised or waived their rights under first two sentences of this Section 4.3paragraph, the Purchaser fails to agree in writing at least three days prior to the Pricing to purchase the Purchaser’s full Pro Rata Share of such offering of New Securities, then (A) except as set forth in Section 6.3, the Purchaser shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase, and (B) the Company may issue all or any portion of such Issuance shall have forty-five (45) calendar days thereafter to sell the New Securities so offered and with respect to which the Purchaser’s preemptive right hereunder was not purchased or subscribedexercised, at a price not less than within or above the purchase price, Estimated Price Range and on upon general terms and conditions not no more favorable to the Proposed Recipient purchasers thereof than the purchase price, terms and conditions stated specified in the Preemptive Offer Company’s Issuance Notice at any time within ninety (90) days after to the expiration of the Preemptive Acceptance Period (the “Issuance Period”); provided, that if such issuance is subject to Regulatory Approval, the Issuance Period shall be extended until the expiration of the fifteenth (15th) Business Day following the receipt of all such Regulatory Approvals, but in no event later than one hundred and eighty (180) days following the expiration of the Preemptive Acceptance PeriodPurchaser. In the event that all of the Issuance Securities are not so issued during the Issuance Period, the right of the Company to issue has not issued and sold the New Securities within such unsold Issuance Securities shall expire and forty-five (45) calendar day period, then the obligations of this Section 4 shall be reinstated and such unsold Issuance Securities Company shall not be offered unless thereafter issue or sell any New Securities without again first reoffered offering such New Securities to the Preemptive Right Holders in accordance with Purchaser pursuant to this Section 4Article VI. (d) Any Preemptive Right Holder that fails to deliver a Preemptive Acceptance Notice in accordance with Section 4.3(a) shall be deemed to have irrevocably waived any and all rights under this Section 4 with respect to a Preemptive Offer (but not with respect to any future Preemptive Offers).