Notice from the Company. In the event the Company proposes to undertake an issuance of New Securities, it shall give the Purchaser written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. The Purchaser shall have twenty (20) business days from the date of receipt of any such notice to agree to purchase up to the Purchaser's pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.
Notice from the Company. In the event the Company proposes to issue New Securities, the Company shall give each Stockholder who has a right of participation under this Section 2.7 written notice of such proposal, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. For a period of ten (10) business days following the delivery of such notice by the Company, the Company shall be deemed to have irrevocably offered to sell to each Stockholder its pro rata share of such New Securities for the price and upon the terms specified in the notice. Each Stockholder may exercise its rights of participation hereunder by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Each Stockholder shall also be entitled to indicate a desire to purchase all or a portion of any New Securities remaining after such pro rata allocation. If, as a result of such oversubscription right, such oversubscriptions exceed the total number of New Securities available in respect of such oversubscription right, the oversubscribing Stockholders shall be cut back with respect to their oversubscriptions on a pro rata basis or as they may otherwise agree among themselves.
Notice from the Company. In the event the Company proposes to undertake an issuance of New Units, the Company shall give each Class A Holder and each Convertible Stockholder written notice of such proposal (the “Sale Participation Notice”), describing the type of New Units and the price and the terms and conditions upon which the Company proposes to issue the same, and setting forth the pro rata portion of the New Units that such Class A Holder or Convertible Preferred Stockholder is entitled to purchase pursuant to its Participation Right. For a period of twenty (20) business days following the receipt of such notice from the Company, the Company shall be deemed to have irrevocably offered to sell to each Class A Holder and each Convertible Preferred Stockholder such number of New Units as set forth above for the price and upon the terms specified in the notice. Each Class A Holder and each Convertible Preferred Stockholder may irrevocably exercise its Participation Right hereunder by giving written notice to the Company and stating therein the quantity of New Units to be purchased within twenty (20) business days following the receipt of the Sale Participation Notice from the Company.
Notice from the Company. In the event the Company proposes to issue New Securities, the Company shall give each Stockholder who has a preemptive right under this Section 2.5 written notice of such proposal, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. For a period of five (5) days following the delivery of such notice by the Company, the Company shall be deemed to have irrevocably offered to sell to each Stockholder its PRO RATA share of such New Securities for the price and upon the terms specified in the notice. Each Stockholder may exercise its preemptive rights hereunder by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.
Notice from the Company. If the Company proposes to undertake an issuance of New Units to a Vestar Holder, the Company shall give each Employee and Co-Investor who has a Participation Right under this Article VIII written notice of such proposal (the “Sale Participation Notice”), describing the type of New Units and the price and the terms and conditions upon which the Company proposes to issue the same and setting forth such Securityholder’s pro rata portion of the New Units. For a period of ten (10) business days following the receipt of such notice from the Company the Company shall be deemed to have irrevocably offered to sell to each Employee and Co-Investor such number of New Units as set forth above for the price and upon the terms specified in the notice. Each Employee and Co-Investor may irrevocably exercise the Participation Rights hereunder by giving written notice to the Company and stating therein the quantity of New Units set forth in the Sale Participation Notice to be purchased.
Notice from the Company. In the event the Company proposes to issue Shares pursuant to Section 2.5(a), the Company shall give each Stockholder written notice of such proposal, describing the type of Shares to be issued and the price and the terms upon which the Company proposes to issue the same. For a period of ten (10) days following the delivery of such notice by the Company, the Company shall be deemed to have irrevocably offered to sell to each Stockholder its pro rata portion of such Shares, calculated in accordance with Section 2.5(a), for the price and upon the terms specified in the notice. Each Stockholder may exercise its Company Purchase Right by giving written notice to the Company within such ten (10) day period and stating therein the quantity of such Shares to be purchased.
Notice from the Company. In the event the Company proposes to issue New Securities, the Company shall give each Shareholder written notice of such proposal, describing the type of New Securities and the price and the terms upon which the Company proposes to issue such New Securities. For a period of twenty (20) days following the delivery of such notice by the Company, the Company shall be deemed to have irrevocably offered to sell to each Shareholder its PRO RATA share of such New Securities for the price and upon the terms specified in the notice. Each Shareholder may exercise his, her or its preemptive rights hereunder by giving written notice to the Company stating therein the quantity of New Securities to be purchased by such Shareholder. Notwithstanding any other provision of this Section 4, and in addition to any and all rights it may have hereunder, a Preferred Shareholder may (i) assign its rights under this Section 4 to purchase New Securities or cause any New Securities that it may purchase pursuant to this Section 4 to be delivered in the name of any such Person as it may designate and (ii) require that any New Securities that it purchases hereunder be nonvoting to the extent necessary to preserve HCHI's status as a REIT for federal income tax purposes.
Notice from the Company. Subject to the Notice After Sale (explained below), if the Company proposes to undertake an issuance of New Securities in accordance with the Purchase Right explained in this Section, then the Company shall give each Stockholder who has a purchase right written notice of such proposal, describing in reasonable detail the type of New Securities, the price and the terms upon which the Company proposes to issue the same and the formal terms thereof if other than Common Stock. For a period of thirty (30) days following the receipt of such notice by each Stockholder, each Stockholder may elect to purchase up to its Pro-Rata Portion of the New Securities. The Stockholder may exercise such election by giving written notice to the Company within such thirty (30) day period stating therein the quantity of New Securities to be purchased.
Notice from the Company. To exercise its option under Section 1.1, the Company shall deliver to each holder of any Note not less than 10 or more than 30 days prior to an Adjustment Date, an Officers' Certificate which shall specify:
(a) the applicable Adjustment Date;
(b) the aggregate amount of Capitalized Interest to be added as of such Adjustment Date to the principal amount of the Notes then outstanding and the amount of Capitalized Interest to be added as of such Adjustment Date to the principal amount of each Note then held by such holder;
(c) the aggregate principal amount of the Notes then outstanding and the principal amount of each Note then held by such holder, in each case both before and after giving effect to the adjustments to be made as of such Adjustment Date;
(d) the aggregate amount of each interest payment to be made on and after such Adjustment Date on all of the Notes then outstanding (if paid in cash) and the amount of each such interest payment on each Note then held by such holder; and
(e) in reasonable detail, all computations made in determining the foregoing. In the absence of manifest error, the computations set forth in such Officers' Certificate shall be deemed final, binding and conclusive upon the Company and the holders of the Notes, unless, in any case, the Required Holders of the Notes shall notify the Company in writing of their objection (in reasonable detail) to any portion of such Officers' Certificate within 30 days of the date upon which such Officers' Certificate was furnished to the holders of the Notes. In such event, the Company shall, at its expense, within 15 days following its receipt of any such notice from the Required Holders of the Notes, deliver to the holders of the Notes a certificate signed by a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company), setting forth in reasonable detail any adjustments which, in the opinion of such accountants, should be made to the amounts set forth in such Officers' Certificate in order for such amounts to be correct and consistent with the terms hereof and of the other Operative Documents and, in reasonable detail, all computations made in determining any such adjustments. The certificate of any such firm of accountants shall be conclusive evidence of the correctness of such amounts under this Section 1.2.
Notice from the Company. In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investors written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Investor shall have thirty (30) days from the date any such notice is given to agree to purchase up to its pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. A pro rata share, for purposes of this Section 2, is the ratio of the number of shares of Registrable Securities issued and held by such Investor to the total number of shares of Common Stock of the Company then outstanding on an as converted and fully diluted basis (excluding shares reserved for option grants not yet granted).
