Common use of Notice of Proposed Issuance Clause in Contracts

Notice of Proposed Issuance. In the event the Company proposes to undertake an issuance of New Securities, it shall give to the Holders written notice (the “Notice”) of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, the date of the proposed issuance and a statement as to the number of days from receipt of such Notice within which the Holders must respond to such Notice. The Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the 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 and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as set forth in the Notice. If not all of the Holders elect to purchase their pro rata share of the New Securities, then the Company shall promptly notify in writing the Holders who do so elect to purchase all of their pro rata portion of the New Securities and shall offer such subscribing Holders the right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five (5) days after receipt of such notice to notify the Company in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the Notice.

Notice of Proposed Issuance. In the event Prior to the Company proposes to undertake an issuance of New Securitiesundertaking or effectuating any Variable Security Issuance, it the Company shall give deliver to the Holders Buyer a written notice (the “ROFR Issuance Notice”) stating: (a) the Company’s bona fide desire to undertake or effectuate the Variable Security Issuance; (b) the name, address and phone number of its intentioneach proposed creditor, describing recipient, purchaser or other transferee (“Proposed Transferee”); (c) details regarding the type Company securities to be issued, sold or otherwise transferred (including the aggregate number of New shares of Common Stock proposed to be issued to each Proposed Transferee, as applicable) (the “Offered Securities”); (d) the bona fide cash price or, the pricein reasonable detail, the terms upon other consideration for which the Company proposes to issue issue, sell or otherwise transfer the sameOffered Securities (the “Offered Price”); and (e) notice of the Buyer’s right to exercise its Right of First Refusal (defined below) with respect to the Offered Securities. The Buyer shall have a period of fifteen (15) Trading Days (the “Response Period”) after the date on which the ROFR Issuance Notice is, pursuant to this subsection, deemed to have been delivered to the Buyer, to notify the Company whether the Buyer elects to exercise its Right of First Refusal with respect to the applicable Offered Securities. If the Buyer fails to notify the Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered Securities prior to the conclusion of the Response Period, the date Buyer shall be deemed not to have exercised its Right of First Refusal in such specific circumstance. If the proposed issuance and a statement as Buyer elects not to the number exercise its Right of days from receipt First Refusal or is deemed to have elected to not exercise its Right of such Notice within which the Holders must respond to such Notice. The Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon the terms specified in the Notice by giving written notice to First Refusal, the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as parties shall have a period of sixty (60) calendar days to consummate the proposed Variable Security Issuance on the terms set forth in the ROFR Issuance Notice. If In such case, if the Right of Fxxxx Refusal Issuance is not all consummated within such period or if the terms of the Holders elect applicable Variable Security Issuance are changed prior to purchase their pro rata share the consummation of the New SecuritiesVariable Security Issuance, then the Company shall promptly notify again submit the Variable Security Issuance to the Buyer so that Buyer may once again exercise its Right of First Refusal in writing accordance with the Holders who do so elect terms of this Section 14 prior to purchase all effectuating such Variable Security Issuance. Nothing in this or any other section of their pro rata portion of the New Securities and this Agreement shall offer such subscribing Holders the modify or limit Buyer’s consent right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five (5) days after receipt of such notice to notify the Company set forth in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the NoticeSection 12 above.

Notice of Proposed Issuance. In the event the Company proposes to undertake an issuance of New Securities, it shall give deliver to the Major Holders written notice (the “Notice”) of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, the date of the proposed issuance and a statement as to the number of days from receipt of such Notice within which the Major Holders must respond to such Notice. The Major Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the 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 and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as set forth in the Notice. If not all of the Major Holders elect to purchase their pro rata share Pro Rata Share of the New Securities, then the Company shall promptly notify in writing the Major Holders who do so elect to purchase all of their pro rata portion Pro Rata Share of the New Securities and shall offer such subscribing Holders Major Holder the right to acquire their pro rata portion Pro Rata Share of any unsubscribed New Securities. Each subscribing Major Holder shall have five (5) days after receipt of such notice (the “Overallotment Notice Period”) to notify the Company in writing of its election to purchase all of its pro rata portion Pro Rata Share of the unsubscribed New Securities. If the Major Holders fail to exercise in full their first refusal rightsRight of First Offer hereunder, the Company may sell the any unsubscribed New Securities for which the Holders first refusal rights were such Major Holder’s Right of First Offer was not exercised, at a price and upon terms and conditions no more favorable then specified in the Notice, within sixty (60) days of the end of the Overallotment Notice Period.

Notice of Proposed Issuance. In Except with respect to Exempt Issuances (as defined in Section 3.3), for so long as the VSS Funds beneficially own (as determined in accordance with Rule 13d-3 of the Exchange Act) at least twenty-five percent (25%) of the issued and outstanding shares of Common Stock, in the event that the Company proposes to undertake an issuance issue any (i) shares of New Common Stock, (ii) warrants, options or other rights to purchase shares of Common Stock or (iii) notes, debentures or other securities convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the “Company Securities”), it shall give the Company will deliver to each of the Holders VSS Funds then owning Common Stock or, if applicable, other Company Securities (a “VSS Stockholder”) a written notice (the “Offer Notice”) of its intentionprior to effecting any such issuance (the “New Issuance”), describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, the date of the proposed issuance and a statement as to the number of days from receipt of such Notice within which the Holders must respond offering to such Notice. The Holders shall have twenty VSS Stockholder the right, for a period of thirty (2030) days from the date of after receipt of the Offer Notice (the “Election Period”), to purchase any or all such number of shares of Common Stock so that its Ownership Percentage following such New Issuance shall be equal to its Ownership Percentage prior to such New Issuance; provided, however, to the extent the New Issuance consists of Company Securities other than Common Stock, subject to the approval of the New Securities for the price and upon the terms specified Audit Committee (which notice of approval shall be set forth in the Offer Notice), any VSS Stockholder shall have the right to purchase such number of Company Securities so that it shall maintain its same Ownership Percentage following such New Issuance. The Offer Notice shall describe the Company Securities proposed to be issued by giving written notice to the Company and stating therein specify the quantity of New Securities to be purchased number, price and forwarding payment for such New Securities terms. Each VSS Stockholder who exercises its rights under this Section 3.1 shall pay an amount equal to the cash and other consideration with respect to such Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance Securities being issued to it as set forth in the Offer Notice. If not all Each of the Holders elect VSS Stockholders shall be entitled to apportion its rights to purchase their pro rata share the Company Securities under this Section 3 among itself and its Affiliates in such proportions as it deems appropriate and may assign the rights granted to it under this Section 3 to any of its Affiliates, in each case prior to the expiration of the New Securities, then the Company shall promptly notify in writing the Holders who do so elect to purchase all of their pro rata portion of the New Securities and shall offer such subscribing Holders the right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five Election Period (5) days after receipt of such notice to notify the Company in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the Notice“Permitted Assignee”).

Notice of Proposed Issuance. In Except with respect to Exempt Issuances (as defined below), in the event that the Company Corporation proposes to undertake an issuance of New offer, sell or issue any Corporation Securities, it shall give the Corporation will deliver to the Holders Investors a written notice (the an “Offer Notice”) prior to effecting any such issuance (a “New Issuance”), offering to the Investors the right, for a period of its intentionfifteen (15) business days, describing to collectively purchase for cash at an amount equal to the type price or other consideration for which such Corporation Securities are to be offered, sold or issued, an aggregate number of New such Corporation Securities, as determined by the priceInvestors in their sole discretion, up to 30% of the aggregate amount of such Corporation Securities subject to such New Issuance (the “Investors’ Pro Rata Share”); provided, however, that, if the New Issuance is a fully underwritten, firm commitment public offering under the Securities Act of 1933, as amended, whereby the Corporation will receive net proceeds in excess of $35,000,000, the terms upon which Investors’ Pro Rata Share shall not exceed ten percent (10%) of the Company proposes aggregate amount of Corporation Securities subject to issue such New Issuance; provided, further, however, that the sameInvestors shall have a collective right of oversubscription such that if any holder of Corporation Securities fails to fully elect any participation rights it may have with respect to such New Issuance, the date of the proposed issuance and a statement as to the number of days from receipt of such Notice within which the Holders must respond to such Notice. The Holders Investors shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the 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 and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as set forth in the Notice. If not all of the Holders elect to purchase their pro rata share of the New Securities, then the Company shall promptly notify in writing the Holders who do so elect to purchase all of their pro rata portion of the New Securities and shall offer such subscribing Holders the right to acquire their pro rata purchase an additional portion of such Corporation Securities up to the balance of such New Issuance not so purchased by such non-participating holder. The Offer Notice shall describe the Corporation Securities proposed to be offered, sold or issued by the Corporation and specify the number, price and payment terms thereof. The Corporation shall not offer, sell or issue any unsubscribed New Corporation Securities, other than Exempt Issuances, without first complying with this Section 1. Each subscribing Holder For the avoidance of doubt, each of the Investors shall have five (5) days after receipt the right to allocate, in their sole discretion, the amount of such notice to notify the Company in writing of its election Corporation Securities it elects to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail pursuant to exercise in full this Section 1 among them and their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the Noticerespective affiliates.

Notice of Proposed Issuance. In the event the Prior to Company proposes undertaking or effectuating any Variable Security Issuance, Company shall deliver to undertake an issuance of New Securities, it shall give to the Holders Investor a written notice (the “ROFR Issuance Notice”) stating: (a) Company’s bona fide desire to undertake or effectuate the Variable Security Issuance; (b) the name, address and phone number of its intentioneach proposed creditor, describing recipient, purchaser or other transferee (“Proposed Transferee”); (c) details regarding Company securities to be issued, sold or otherwise transferred (including the type aggregate number of New shares of Common Stock proposed to be issued to each Proposed Transferee, as applicable) (the “Offered Securities”); (d) the bona fide cash price or, the pricein reasonable detail, the terms upon other consideration for which the Company proposes to issue issue, sell or otherwise transfer the same, Offered Securities (the “Offered Price”); and (e) notice of Investor’s right to exercise its Right of First Refusal (defined below) with respect to the Offered Securities. Investor shall have a period of fifteen (15) Trading Days (the “Response Period”) after the date on which the ROFR Issuance Notice is, pursuant to this subsection, deemed to have been delivered to Investor, to notify Company whether Investor elects to exercise its Right of First Refusal with respect to the applicable Offered Securities. If Investor fails to notify Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered Securities prior to the conclusion of the Response Period, Investor shall be deemed not to have exercised its Right of First Refusal in such specific circumstance. If Investor elects not to exercise its Right of First Refusal or is deemed to have elected to not exercise its Right of First Refusal, Company and the proposed issuance and a statement as to the number of days from receipt of such Notice within which the Holders must respond to such Notice. The Holders parties shall have twenty a period of sixty (2060) calendar days from to consummate the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon proposed Variable Security Issuance on the terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as set forth in the ROFR Issuance Notice. If In such case, if the Right of Fxxxx Refusal Issuance is not all consummated within such period or if the terms of the Holders elect applicable Variable Security Issuance are changed prior to purchase their pro rata share the consummation of the New SecuritiesVariable Security Issuance, then the Company shall promptly notify again submit the Variable Security Issuance to Investor so that Buyer may once again exercise its Right of First Refusal in writing accordance with the Holders who do so elect terms of this Section 8 prior to purchase all of their pro rata portion of the New Securities and shall offer effectuating such subscribing Holders the right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five (5) days after receipt of such notice to notify the Company in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the NoticeVariable Security Issuance.

Notice of Proposed Issuance. In the event Prior to the Company proposes to undertake an issuance of New Securitiesundertaking or effectuating any Variable Security Issuance, it the Company shall give deliver to the Holders Buyer a written notice (the “ROFRIssuance Notice”) stating: (a) the Company’s bona fide desire to undertake or effectuate the Variable Security Issuance; (b) the name, address and phone number of its intentioneach proposed creditor, describing recipient, purchaser or other transferee (“Proposed Transferee”); (c) details regarding the type Company securities to be issued, sold or otherwise transferred (including the aggregate number of New shares of Common Stock proposed to be issued to each Proposed Transferee, as applicable) (the “Offered Securities”); (d) the bona fide cash price or, the pricein reasonable detail, the terms upon other consideration for which the Company proposes to issue issue, sell or otherwise transfer the sameOffered Securities (the “Offered Price”); and (e) notice of the Buyer’s right to exercise its Right of First Refusal (defined below) with respect to the Offered Securities. The Buyer shall have a period of fifteen (15) Trading Days (the “Response Period”) after the date on which the ROFR Issuance Notice is, pursuant to this subsection, deemed to have been delivered to the Buyer, to notify the Company whether the Buyer elects to exercise its Right of First Refusal with respect to the applicable Offered Securities. If the Buyer fails to notify the Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered Securities prior to the conclusion of the Response Period, the date Buyer shall be deemed not to have exercised its Right of First Refusal in such specific circumstance. If the proposed issuance and a statement as Buyer elects not to the number exercise its Right of days from receipt First Refusal or is deemed to have elected to not exercise its Right of such Notice within which the Holders must respond to such Notice. The Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon the terms specified in the Notice by giving written notice to First Refusal, the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as parties shall have a period of sixty (60) calendar days to consummate the proposed Variable Security Issuance on the terms set forth in the ROFR Issuance Notice. If In such case, if the Right of First Refusal Issuance is not all consummated within such period or if the terms of the Holders elect applicable Variable Security Issuance are changed prior to purchase their pro rata share the consummation of the New SecuritiesVariable Security Issuance, then the Company shall promptly notify again submit the Variable Security Issuance to the Buyer so that Buyer may once again exercise its Right of First Refusal in writing accordance with the Holders who do so elect terms of this Section 14 prior to purchase all of their pro rata portion of the New Securities and shall offer effectuating such subscribing Holders the right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five (5) days after receipt of such notice to notify the Company in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the NoticeVariable Security Issuance.

Notice of Proposed Issuance. In the event Prior to the Company proposes to undertake an undertaking or effectuating any arrangement, agreement, issuance or other transaction described in Section 14.2 above (each a “Right of New SecuritiesFirst Refusal Issuance”), it the Company shall give deliver to the Holders Buyer a written notice (the “Issuance Notice”) stating: (a) the Company’s bona fide desire to undertake or effectuate the Right of its intentionFirst Refusal Issuance; (b) the name, describing address and phone number of each proposed creditor, recipient, purchaser or other transferee (“Proposed Transferee”); (c) details regarding the type Company securities to be issued, sold or otherwise transferred (including the aggregate number of New shares of Common Stock proposed to be issued to each Proposed Transferee, as applicable) (the “Offered Securities”); (d) the bona fide cash price or, the pricein reasonable detail, the terms upon other consideration for which the Company proposes to issue issue, sell or otherwise transfer the sameOffered Securities (the “Offered Price”); and (e) notice of the Buyer’s right to exercise its Right of First Refusal (defined below) with respect to the Offered Securities. The Buyer shall have a period of fifteen (15) Trading Days(the “Response Period”) after the date on which the Issuance Notice is, pursuant to this subsection, deemed to have been delivered to the Buyer, to notify the Company whether the Buyer elects to exercise its Right of First Refusal with respect to the applicable Offered Securities. If the Buyer fails to notify the Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered Securities prior to the conclusion of the Response Period, the date Buyer shall be deemed not to have exercised its Right of First Refusal in such specific circumstance. If the proposed issuance and a statement as Buyer elects not to the number exercise its Right of days from receipt First Refusal or is deemed to have elected to not exercise its Right of such Notice within which the Holders must respond to such Notice. The Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon the terms specified in the Notice by giving written notice to First Refusal, the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as parties shall have a period of sixty (60) calendar days to consummate the proposed Right of First Refusal Issuance on the terms set forth in the Issuance Notice. If In such case, if the Right of Xxxxx Refusal Issuance is not all consummated within such period or if the terms of the Holders elect applicable Right of First Refusal Issuance are changed prior to purchase their pro rata share the consummation of the New SecuritiesRight of First Refusal Issuance, then the Company shall promptly notify again submit the Right of First Refusal Issuance to the Buyer so that Buyer may once again exercise its Right of First Refusal in writing accordance with the Holders who do so elect terms of this subsection and Section 15 below prior to purchase all effectuating such Right of their pro rata portion First Refusal Issuance. Nothing in this or any other section of the New Securities and this Agreement shall offer such subscribing Holders the modify or limit Buyer’s consent right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five (5) days after receipt of such notice to notify the Company set forth in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the NoticeSection 14.1 above.

Notice of Proposed Issuance. In the event Prior to the Company proposes to undertake an undertaking or effectuating any arrangement, agreement, issuance or other transaction described in subsection (b) immediately above (each a “Right of New SecuritiesFirst Refusal Issuance”), it the Company shall give deliver to the Holders Buyer a written notice (the “Issuance Notice”) stating: (i) the Company’s bona fide desire to undertake or effectuate the Right of its intentionFirst Refusal Issuance; (ii) the name, describing address and phone number of each proposed creditor, recipient, purchaser or other transferee (“Proposed Transferee”); (iii) details regarding the type Company securities to be issued, sold or otherwise transferred (including the aggregate number of New shares of Common Stock proposed to be issued to each Proposed Transferee, as applicable) (the “Offered Securities”); (iv) the bona fide cash price or, the pricein reasonable detail, the terms upon other consideration for which the Company proposes to issue issue, sell or otherwise transfer the sameOffered Securities (the “Offered Price”); and (v) notice of Buyer’s right to exercise its Right of First Refusal (defined below) with respect to the Offered Securities. The Buyer shall have a period of fifteen (15) Trading Days (the “Response Period”) after the date on which the Issuance Notice is, pursuant to this subsection, deemed to have been delivered to Buyer, to notify the Company whether the Buyer elects to exercise its Right of First Refusal with respect to the applicable Offered Securities. If the Buyer fails to notify the Company of its desire to exercise its Right of First Refusal with respect to the applicable Offered Securities prior to the conclusion of such fifteen (15) Trading Day period, the date Buyer shall be deemed not to have exercised its Right of First Refusal in such specific circumstance. If the proposed issuance and a statement as Buyer elects not to the number exercise its Right of days from receipt of such Notice within which the Holders must respond to such Notice. The Holders shall have twenty (20) days from the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon the terms specified in the Notice by giving written notice to First Refusal, the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms, or in any event no later than the date of the proposed issuance as parties shall have a period of sixty (60) days to consummate the proposed Right of First Refusal Issuance on the terms set forth in the Issuance Notice. If In such case, if the Right of Xxxxx Refusal Issuance is not all of the Holders elect to purchase their pro rata share of the New Securitiesconsummated within such period, then the Company shall promptly notify again submit the Right of First Refusal Issuance to the Buyer so that Buyer may once again exercise its Right of First Refusal in writing accordance with the Holders who do so elect terms of this Section and Section 14 below prior to purchase all effectuating such Right of their pro rata portion First Refusal Issuance. Nothing in this or any other section of the New Securities and this Agreement shall offer such subscribing Holders the modify or limit Buyer’s consent right to acquire their pro rata portion of any unsubscribed New Securities. Each subscribing Holder shall have five set forth in subsection (5a) days after receipt of such notice to notify the Company in writing of its election to purchase all of its pro rata portion of the unsubscribed New Securities. If the Holders fail to exercise in full their first refusal rights, the Company may sell the New Securities for which the Holders first refusal rights were not exercised, at a price and upon terms and conditions no more favorable then specified in the Noticeimmediately above.