Common use of Notice; Exercise; Closing Clause in Contracts

Notice; Exercise; Closing. If the Company proposes to issue, issues, grant or sell or grants or sells shares of Common Stock, the Company shall give to the Purchaser a written notice setting forth in reasonable detail the per share consideration and other terms on which such shares of Common Stock are proposed to be issued, granted or sold and the amount thereof proposed to be issued, granted or sold. For the purpose of this Section 6.2(a), with respect to any convertible or derivative security or any other Rights, "proposes to issue" means the receipt by the Company of a notice of exercise, conversion, exchange or similar notice of settlement of such Right. The Purchaser shall thereafter have the preemptive right, exercisable by notice to the Company no later than 15 days after the Company's notice is received, to purchase up to such number of shares of Common Stock so that, after giving effect to such issuance, grant or sale and the preemptive subscription by the Purchaser, the Purchaser, together with its affiliates, will beneficially own in the aggregate the same proportion of the outstanding shares of Common Stock beneficially owned as of the date of the Company's notice, for the consideration in cash and on the other terms set forth in the Company's notice. Any written notice by the Purchaser exercising the right to purchase shares of Common Stock pursuant to this Section shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock specified in such notice upon the issuance of such shares of Common Stock, subject to the maximum set forth in the preceding sentence. The closing of the purchase of such shares of Common Stock by the Purchaser shall, to the extent legally practicable, take place at the same time and place as the closing of such issuance, grant or sale to the persons giving rise to the preemptive rights set forth in this Section and if not at the same time shall take place as soon thereafter as is practicable; provided, that such closing shall, to the extent applicable, be conditioned upon the expiration or termination of any waiting period under the HSR Act (as defined below) and the making of any necessary filings with and obtaining of any approvals from any Governmental Authorities except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect on the financial condition, properties, business, prospects or results of operations of the Company and its Subsidiaries, individually or in the aggregate. At such closing, (i) the Company shall deliver to the Purchaser certificates representing the shares of Common Stock being subscribed, and such shares of Common Stock will be validly issued, fully paid and nonassessable, (ii) the Purchaser shall deliver to the Company the consideration to be paid for such shares of Common Stock and agreements of the nature provided herein if similar agreements are executed by the other purchasers in such issuance which may include, without limitation, representations and warranties by the Company and the Purchaser and agreements which restrict the Purchaser's rights with respect to the Common Stock, and in any event, at the request of the Company, a duly executed certificate reasonably satisfactory to the Purchaser containing such representations and warranties of the Purchaser with respect to federal and state securities laws as are included herein and (iii) the Purchaser and the Company shall execute such other documents and take such other action as shall be reasonably necessary to consummate the subscription of such or shares of Common Stock.

Notice; Exercise; Closing. If the Company Subject to Section ------------------ ------------------------- 7.5(c), if Ramtron proposes to issue, issues, grant or sell or grants or sells shares of Ramtron Common Stock, the Company Ramtron shall give to the Purchaser Infineon a written notice (a "Top Up Notice") setting forth in reasonable detail the per share consideration (including, in the case of any convertible or derivative security, the issue consideration pro rated per share for such security) and other terms on which such shares of Ramtron Common Stock are proposed to be issued, granted or sold and the amount thereof proposed to be issued, granted or sold. For the purpose of this Section 6.2(a), with respect to any convertible or derivative security or any other Rights, "proposes to issue" means the receipt by the Company of a notice of exercise, conversion, exchange or similar notice of settlement of such Right. The Purchaser Infineon shall thereafter have the preemptive right, exercisable by notice to the Company Ramtron no later than 15 days after the CompanyRamtron's notice is receivedgiven, to purchase up to such number of shares of Ramtron Common Stock so that, after giving effect to such issuance, grant or sale and the preemptive subscription by the PurchaserInfineon, the PurchaserInfineon, together with its affiliatesaffiliates and associates, will beneficially own Beneficially Own in the aggregate the same proportion of the outstanding shares Outstanding Shares of Ramtron Common Stock beneficially owned Beneficially Owned as of the date of the Company's noticeimmediately preceding Top Up Notice (or the date of this Agreement, if no Top Up Notice has yet been required to be delivered), for the consideration in cash and on the other terms set forth in the CompanyRamtron's notice. Any written notice by the Purchaser Infineon exercising the right to purchase shares of Ramtron Common Stock pursuant to this Section shall constitute an irrevocable commitment to purchase from the Company Ramtron the shares of Common Stock specified in such notice upon the issuance of such shares of Common Stocknotice, subject to the maximum set forth in the preceding sentence. The closing of the purchase of such shares of Common Stock by the Purchaser Infineon shall, to the extent legally practicable, take place at the same time and place as the closing of such issuance, grant or sale to the persons Persons giving rise to the preemptive rights set forth in this Section 7.5 and if not at the same time shall take place as soon thereafter as is practicable; provided, provided that such closing shall, to the extent applicable, be conditioned upon -------- the expiration or termination of any waiting period under the HSR Act (as defined below) or under any similar body of law of the European Union or any Member State thereof, and the making of any necessary filings with and obtaining of any approvals from any Governmental Authorities governmental entities except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on the financial condition, properties, business, prospects or results of operations of the Company and its Subsidiaries, individually or in the aggregateRamtron. At such closing, (i) the Company Ramtron shall deliver to the Purchaser Infineon certificates representing the shares of Common Stock being subscribed, and such shares of Common Stock will be validly issued, fully paid and nonassessable, (ii) the Purchaser Infineon shall deliver to the Company Ramtron the consideration to be paid for such shares of Common Stock and agreements of the nature provided herein if similar agreements are executed by the other purchasers in such issuance which may include, without limitation, representations and warranties by the Company and the Purchaser and agreements which restrict the Purchaser's rights with respect to the Common Stock, and in any event, at the request of the Company, a duly executed certificate reasonably satisfactory to the Purchaser containing such representations and warranties of the Purchaser with respect to federal and state securities laws as are included herein and (iii) the Purchaser Infineon and the Company Ramtron shall execute such other documents and take such other action as shall be reasonably necessary to consummate the subscription of such or shares of Common Stockshares.

Notice; Exercise; Closing. If the Company Parent proposes to issue, issues, grant or sell or grants or sells shares of Common StockShares, the Company Parent shall give to the Purchaser Investor a written notice setting forth in reasonable detail the per share consideration (including, in the case of any convertible or derivative security, the issue consideration pro rated per Share for such security) and other terms on which such shares of Common Stock Shares are proposed to be issued, granted or sold and the amount thereof proposed to be issued, granted or sold. For the purpose of this Section 6.2(a), with respect to any convertible or derivative security or any other Rights, "proposes to issue" means the receipt by the Company of a notice of exercise, conversion, exchange or similar notice of settlement of such Right. The Purchaser Investor shall thereafter have the preemptive right, exercisable by notice to the Company Parent no later than 15 days after the CompanyParent's notice is receivedgiven, to purchase up to such number of shares of Common Stock Parent Class A Shares so that, after giving effect to such issuance, grant or sale and the preemptive subscription by the PurchaserInvestor, the PurchaserInvestor, together with its affiliatesAffiliates and Associates, will beneficially own Beneficially Own in the aggregate the same proportion of the outstanding shares of Common Stock beneficially owned Outstanding Share Capital as Beneficially Owned as of the date of the CompanyParent's notice, for the consideration in cash and on the other terms set forth in the CompanyParent's notice. Any written notice by the Purchaser Investor exercising the right to purchase shares of Common Stock Shares pursuant to this Section shall constitute an irrevocable commitment to purchase from Parent the Company the shares of Common Stock Shares specified in such notice upon the issuance of such shares of Common Stocknotice, subject to the maximum set forth in the preceding sentence. The closing of the purchase of such shares of Common Stock Shares by the Purchaser Investor shall, to the extent legally practicable, take place at the same time and place as the closing of such issuance, grant or sale to the persons Persons giving rise to the preemptive rights set forth in this Section and if not at the same time shall take place as soon thereafter as is practicable; provided, PROVIDED that such closing shall, to the extent applicable, be conditioned upon the expiration or termination of any waiting period under the HSR Act (as defined below) and the making of any necessary filings with and obtaining of any approvals from any Governmental Authorities Entities except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or a material adverse effect on the financial condition, properties, business, prospects business or results of operations of the Company and its Subsidiaries, individually or in the aggregateSubsidiaries taken as a whole. At such closing, (i) the Company Parent shall deliver to the Purchaser Investor certificates representing the shares of Common Stock Shares being subscribed, and such shares of Common Stock Shares will be validly issued, fully paid and nonassessable, (ii) the Purchaser Investor shall deliver to the Company Parent the consideration to be paid for such shares of Common Stock and agreements of the nature provided herein if similar agreements are executed by the other purchasers in such issuance which may include, without limitation, representations and warranties by the Company and the Purchaser and agreements which restrict the Purchaser's rights with respect to the Common Stock, and in any event, at the request of the Company, a duly executed certificate reasonably satisfactory to the Purchaser containing such representations and warranties of the Purchaser with respect to federal and state securities laws as are included herein Shares and (iii) the Purchaser Investor and the Company Parent shall execute such other documents and take such other action as shall be reasonably necessary to consummate the subscription of such or shares of Common StockShares.

Notice; Exercise; Closing. If the Company Parent proposes to issue, issues, grant or sell or grants or sells shares of Common StockShares, the Company Parent shall give to the Purchaser Investor a written notice setting forth in reasonable detail the per share consideration (including, in the case of any convertible or derivative security, the issue consideration pro rated per Share for such security) and other terms on which such shares of Common Stock Shares are proposed to be issued, granted or sold and the amount thereof proposed to be issued, granted or sold. For the purpose of this Section 6.2(a), with respect to any convertible or derivative security or any other Rights, "proposes to issue" means the receipt by the Company of a notice of exercise, conversion, exchange or similar notice of settlement of such Right. The Purchaser Investor shall thereafter have the preemptive right, exercisable by notice to the Company Parent no later than 15 days after the CompanyParent's notice is receivedgiven, to purchase up to such number of shares of Common Stock Parent Class A Shares so that, after giving effect to such issuance, grant or sale and the preemptive subscription by the PurchaserInvestor, the PurchaserInvestor, together with its affiliatesAffiliates and Associates, will beneficially own Beneficially Own in the aggregate the same proportion of the outstanding shares of Common Stock beneficially owned Outstanding Share Capital as Beneficially Owned as of the date of the CompanyParent's notice, for the consideration in cash and on the other terms set forth in the CompanyParent's notice. Any written notice by the Purchaser Investor exercising the right to purchase shares of Common Stock Shares pursuant to this Section shall constitute an irrevocable commitment to purchase from Parent the Company the shares of Common Stock Shares specified in such notice upon the issuance of such shares of Common Stocknotice, subject to the maximum set forth in the preceding sentence. The closing of the purchase of such shares of Common Stock Shares by the Purchaser Investor shall, to the extent legally practicable, take place at the same time and place as the closing of such issuance, grant or sale to the persons Persons giving rise to the preemptive rights set forth in this Section and if not at the same time shall take place as soon thereafter as is practicable; provided, provided that such closing shall, to the extent applicable, be conditioned upon the expiration or termination of any waiting period under the HSR Act (as defined below) and the making of any necessary filings with and obtaining of any approvals from any Governmental Authorities Entities except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or a material adverse effect on the financial condition, properties, business, prospects business or results of operations of the Company and its Subsidiaries, individually or in the aggregateSubsidiaries taken as a whole. At such closing, (i) the Company Parent shall deliver to the Purchaser Investor certificates representing the shares of Common Stock Shares being subscribed, and such shares of Common Stock Shares will be validly issued, fully paid and nonassessable, (ii) the Purchaser Investor shall deliver to the Company Parent the consideration to be paid for such shares of Common Stock and agreements of the nature provided herein if similar agreements are executed by the other purchasers in such issuance which may include, without limitation, representations and warranties by the Company and the Purchaser and agreements which restrict the Purchaser's rights with respect to the Common Stock, and in any event, at the request of the Company, a duly executed certificate reasonably satisfactory to the Purchaser containing such representations and warranties of the Purchaser with respect to federal and state securities laws as are included herein Shares and (iii) the Purchaser Investor and the Company Parent shall execute such other documents and take such other action as shall be reasonably necessary to consummate the subscription of such or shares of Common StockShares.

Notice; Exercise; Closing. If the Company Subject to Section 7.5(c), if Ramtron proposes to issue, issues, grant or sell or grants or sells shares of Ramtron Common Stock, the Company Ramtron shall give to the Purchaser Infineon a written notice (a "Top Up Notice") setting forth in reasonable detail the per share consideration (including, in the case of any convertible or derivative security, the issue consideration pro rated per share for such security) and other terms on which such shares of Ramtron Common Stock are proposed to be issued, granted or sold and the amount thereof proposed to be issued, granted or sold. For the purpose of this Section 6.2(a), with respect to any convertible or derivative security or any other Rights, "proposes to issue" means the receipt by the Company of a notice of exercise, conversion, exchange or similar notice of settlement of such Right. The Purchaser Infineon shall thereafter have the preemptive right, exercisable by notice to the Company Ramtron no later than 15 days after the CompanyRamtron's notice is receivedgiven, to purchase up to such number of shares of Ramtron Common Stock so that, after giving effect to such issuance, grant or sale and the preemptive subscription by the PurchaserInfineon, the PurchaserInfineon, together with its affiliatesaffiliates and associates, will beneficially own Beneficially Own in the aggregate the same proportion of the outstanding shares Outstanding Shares of Ramtron Common Stock beneficially owned Beneficially Owned as of the date of the Company's noticeimmediately preceding Top Up Notice (or the date of this Agreement, if no Top Up Notice has yet been required to be delivered), for the consideration in cash and on the other terms set forth in the CompanyRamtron's notice. Any written notice by the Purchaser Infineon exercising the right to purchase shares of Ramtron Common Stock pursuant to this Section shall constitute an irrevocable commitment to purchase from the Company Ramtron the shares of Common Stock specified in such notice upon the issuance of such shares of Common Stocknotice, subject to the maximum set forth in the preceding sentence. The closing of the purchase of such shares of Common Stock by the Purchaser Infineon shall, to the extent legally practicable, take place at the same time and place as the closing of such issuance, grant or sale to the persons Persons giving rise to the preemptive rights set forth in this Section 7.5 and if not at the same time shall take place as soon thereafter as is practicable; provided, provided that such closing shall, to the extent applicable, be conditioned upon the expiration or termination of any waiting period under the HSR Act (as defined below) or under any similar body of law of the European Union or any Member State thereof, and the making of any necessary filings with and obtaining of any approvals from any Governmental Authorities governmental entities except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on the financial condition, properties, business, prospects or results of operations of the Company and its Subsidiaries, individually or in the aggregateRamtron. At such closing, (i) the Company Ramtron shall deliver to the Purchaser Infineon certificates representing the shares of Common Stock being subscribed, and such shares of Common Stock will be validly issued, fully paid and nonassessable, (ii) the Purchaser Infineon shall deliver to the Company Ramtron the consideration to be paid for such shares of Common Stock and agreements of the nature provided herein if similar agreements are executed by the other purchasers in such issuance which may include, without limitation, representations and warranties by the Company and the Purchaser and agreements which restrict the Purchaser's rights with respect to the Common Stock, and in any event, at the request of the Company, a duly executed certificate reasonably satisfactory to the Purchaser containing such representations and warranties of the Purchaser with respect to federal and state securities laws as are included herein and (iii) the Purchaser Infineon and the Company Ramtron shall execute such other documents and take such other action as shall be reasonably necessary to consummate the subscription of such or shares of Common Stockshares.