Common use of Exercise of Preemptive Rights Clause in Contracts

Exercise of Preemptive Rights. (a) Each Preferred Shareholder shall have the right and option, for a period of fifteen (15) 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 (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.

Exercise of Preemptive Rights. The Preemptive Investors shall have twenty (a20) days from their receipt of such Initial Notice to elect to purchase a portion of the Equity Securities being offered. Each Preferred Shareholder Preemptive Investor shall have the right and optionto purchase such Preemptive Investor’s pro rata share, for a period based on the ratio of fifteen (15i) days after delivery the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Offer Notice Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Acceptance PeriodPro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), to elect then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase all or any portion of its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata share basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the Issuance Securities (and any shares of its Affiliates’ pro rata share of the Issuance Securities not purchased Preferred Stock held by such Affiliates) at Electing Investors), the purchase price and on the terms and conditions stated in the Non-electing Investor’s Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice Pro Rata Share (the “Preemptive Acceptance NoticeOver-Allotment”) ). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company within and stating therein the Preemptive Acceptance Period specifying the maximum number quantity of Issuance Equity Securities such Preferred Shareholder will purchaseto be purchased. If Subject to compliance with applicable securities laws (including that any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects Person to exercise such rights with respect whom an apportionment is proposed to less than its pro rata share be made is an “accredited investor” as that term is defined in Rule 501(a) of the Issuance SecuritiesSecurities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) each Preemptive Investor shall be entitled to purchase from apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an additional number of Issuance Securities equal to investment in an entity that competes with the product of (x) the aggregate number of Excess Securities (defined below) Company, and (yiii) a fraction, such apportionment would not result in the numerator of which is Company being required to file reports with the total amount of Preference Shares owned by such Fully Participating Shareholder on the date Commission pursuant to 13(g) of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basisExchange Act.

Exercise of Preemptive Rights. (a) Each Preferred Shareholder shall have the right and option, for a period of fifteen (15) 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 (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Preferred Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Preferred Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.

Exercise of Preemptive Rights. (a) Each holder of Preferred Shareholder Shares shall have the right and optionright, for exercisable by such holder through the delivery of a written notice (a “Preemptive Acceptance Notice”) to the Company within a period of fifteen (15) 15 days after delivery the date of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect purchase up to purchase all or any portion of its pro rata share Pro Rata Share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying Notice shall specify the maximum number of Issuance Securities such holder of Preferred Shareholder Shares will purchase. The failure of a holder of Preferred Shares to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall be deemed to be a waiver of such holder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any holder of Preferred Shareholder Shares does not exercise or is deemed to have waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share Pro Rata Share of the Issuance Securities, any holder of Preferred Shareholder Shares that has elected to exercise its preemptive rights under this Section 4.3 with respect to its full pro rata share Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company up to an additional number of Issuance Securities equal to the product of (xi) the aggregate number of Issuance Securities over which no holder of Preferred Shares has exercised its preemptive rights under this Section 4.3 (“Excess Securities (defined belowSecurities”) and (yii) a fraction, the numerator of which is the total amount number of Preference Shares owned held by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount number of Preference Shares owned held by all of the Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basisbasis as of the date of the Preemptive Offer Notice. (b) All sales of Issuance Securities to the holders of Preferred Shares subject to any Preemptive Offer Notice shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory Business Day within 20 Business Days after the expiration of the Preemptive Acceptance Period. The delivery by the Company of share certificates or other instruments, if any, evidencing such Issuance Securities shall be made on such date against payment 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 all of the holders of Preferred Shares have either exercised or deemed to have waived their respective preemptive rights under this Section 4.3, then the Company may issue all or any portion of such remaining Issuance Securities, 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 60 days after the expiration of the Preemptive Acceptance Period (the “Issuance Period”); provided, that in connection with and as a condition to such issuance (solely in the case of any issuance of Shares), each Proposed Recipient that is not then a party to this Agreement shall execute and deliver to the Company a Deed of Adherence substantially in the form attached hereto as Exhibit A; provided, further, that if such issuance is subject to any Regulatory Approval, the Issuance Period shall be extended until the expiration of the fifth Business Day following the receipt of all such Regulatory Approvals, but in no event later than 240 days following the expiration of the Preemptive Acceptance Period. In the event that any of such remaining Issuance Securities is not issued during the Issuance Period, the right of the Company to issue such remaining Issuance Securities shall expire and the obligations of the Company under this Section 4 shall be reinstated and such remaining Issuance Securities shall not be issued unless first reoffered to the holders of Preferred Shares in accordance with this Section 4. (d) Any issuance of securities by the Company prior to compliance by the Company with this Section 4 shall be void and of no force and effect.

Exercise of Preemptive Rights. (a) Each Preferred Shareholder Preemptive Rightholder shall have the right and optionright, for exercisable by such holder through the delivery of a written notice (a “Preemptive Acceptance Notice”) to the Company within a period of fifteen (15) 15 days after delivery the date of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect purchase up to purchase all or any portion of its pro rata share Pro Rata Share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying Notice shall specify the maximum number of Issuance Securities such Preferred Shareholder Preemptive Rightholder will purchasepurchase (which may be less than, equal to, or greater than such Preemptive Rightholder’s Pro Rata Share of the Issuance Securities, up to the total number of Issuance Securities). The failure of a Preemptive Rightholder to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall constitute a waiver of such Preemptive Rightholder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any Preferred Shareholder Preemptive Rightholder does not exercise or has waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share Pro Rata Share of the Issuance Securities, any Preferred Shareholder Preemptive Rightholder that has elected to exercise its preemptive rights under this Section 4.3 with respect to at least its full pro rata share Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company up to an additional number of Issuance Securities equal to the product of (xi) the aggregate number of Issuance Securities over which no Preemptive Rightholder has exercised its preemptive rights under this Section 4.3 (“Excess Securities (defined belowSecurities”) and (yii) a fraction, the numerator of which is the total amount number of Preference Shares owned held by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount number of Preference Shares owned held by all of the Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basisbasis as of the date of the Preemptive Offer Notice. The Company shall continue to offer additional pro rata portions to Fully Participating Shareholders choosing to purchase their full pro rata portion of such Excess Securities under this Section 4.3(a) until the earlier of (A) all Issuance Securities have been purchased by the Preemptive Rightholders or (ii) all Preemptive Rightholders have purchased the maximum number of Issuance Securities indicated in their respective Preemptive Acceptance Notice. (b) All sales of Issuance Securities to the Preemptive Rightholders subject to any Preemptive Offer Notice shall be consummated contemporaneously at the offices of the Company on a mutually agreed Business Day within 20 Business Days after the expiration of the Preemptive Acceptance Period. The delivery by the Company of an updated register of members and share certificates or other instruments, if any, evidencing such Issuance Securities shall be made on such date against payment 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 all of the Preemptive Rightholders have either exercised or waived their respective preemptive rights under this Section 4.3, then the Company may issue all or any portion of such remaining Issuance Securities, 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 60 days after the expiration of the Preemptive Acceptance Period (the “Issuance Period”); provided, that in connection with and as a condition to such issuance (solely in the case of any issuance of Shares), each Proposed Recipient that is not then a party to this Agreement shall execute and deliver to the Company a Deed of Adherence substantially in the form attached hereto as Exhibit A; provided, further, that if such issuance is subject to any Regulatory Approval, the Issuance Period shall be extended until the expiration of the fifth Business Day following the receipt of all such Regulatory Approvals, but in no event later than 90 days following the expiration of the Preemptive Acceptance Period. In the event that any of such remaining Issuance Securities is not issued during the Issuance Period, the right of the Company to issue such remaining Issuance Securities shall expire and the obligations of the Company under this Section 4 shall be revived and such remaining Issuance Securities shall not be issued unless first re-offered to the Preemptive Rightholders in accordance with this Section 4. (d) Any issuance of securities by the Company without compliance by the Company with this Section 4 shall be void and of no force and effect.