Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Purchaser shall have twenty (20) days from the date of receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a)), 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 of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have fifteen (15) days from the date of the deemed receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a) and, subject to the limits described in this subsection (c), additional shares (if and to the extent available) of Unsubscribed Shares (as defined below)), 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. In the event that a Fully Exercising Investor's notice includes notice of such Fully Exercising Investor's intent to purchase additional New Securities, should not all Investors choose to purchase their Pro Rata Portion set forth in subsection 2.1(a) (such number of New Securities, which Investors have the right, but elect not, to purchase hereunder is referenced as the "Unsubscribed Shares"), each such Fully Exercising Investor shall be entitled to purchase that number of Unsubscribed Shares equal to its pro rata portion of such Unsubscribed Shares. For purposes of this Section 2.1(c), a Fully Exercising Investor's pro rata portion of Unsubscribed Shares is the ratio that (x) the sum of the number of shares of the Company's Common Stock held by the Fully Exercising Investor or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by such Fully Exercising Investor bears to (y) the sum of the number of shares of the Company's Common Stock held by all Fully Exercising Investors or issuable upon conversion of the Series B-1 Preferred Stock, Series A-1 Preferred Stock, Series A-2.1 Preferred Stock, Series A-2.2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock then held by all Fully Exercising Investors. For the sake of clarity, the maximum amount of the New Securities that the Investors have the right hereunder to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securities.
Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have 15 days from the date of receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in Section 6.1), 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 of Right. The Company shall give notice (the “Offer Notice”) to each Investor (for the purposes of this Section 2, the “Eligible Investors” and each an “Eligible Investor”), stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. By notification to the Company within twenty (20) days after the Offer Notice is given, each Eligible Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Eligible Investor’s Pro Rata Portion of New Securities. At the expiration of such twenty (20) day period, the Company shall promptly notify each Eligible Investor that elects to purchase or acquire all the shares offered to it pursuant to the foregoing sentence (each, a “Fully Exercising Investor”) of any other Eligible Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Eligible Investors were entitled to subscribe but that were not subscribed for by the Eligible Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other options and warrants then held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other options and warrants then held, by all Fully Exercising Investors who wish to purchase such unsubscribed New Securities.
Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have fifteen (15) days from the date of receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1 (a)), 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. If any Investor fails to agree to purchase its full Pro Rata Portion within such fifteen (15) day period, the Company will give the Investors that did so agree (the "Electing Investors") notice of the number of shares which were not subscribed for by the non-electing Investors. Such notice may be by telephone if followed by written confirmation within two (2) days. The Electing Investors shall have ten (10) business days from the date of such notice to agree to purchase their Pro Rata Portion of all of the New Securities not purchased by such non-electing Purchasers.
Notice of Right. In the event the Company proposes to undertake --------------- an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. The Investors shall have fifteen (15) days from the date of receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a)), 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. If the Investor elects to purchase such Investor's full pro rata share (an "Electing Investor"), then such Electing Investor shall have a right of over-allotment such that if any other Investor fails to purchase such Investor's full pro rata share of the New Securities, the Electing Investor may purchase, on a pro rata basis with other Electing Investors, that portion of the New Securities (the "Remaining Securities") which such other Investors elected not to purchase. Each such Electing Investor shall specify in its notification to the Company whether it also elects to purchase its pro rata portion of the Remaining Securities, if any.
Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give to each Class B Securityholder written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same and, if available, the definitive documents for such a financing (a "Financing Notice"). Each Class B Securityholder shall have ten (10) Business Days from the date of receipt of any such Financing Notice to agree to purchase its Pro Rata Portion 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 (the "Election Notice").
Notice of Right. In the event the Partnership proposes to undertake an issuance of Parity Interests, it shall give each holder of Class B Convertible Preferred Units written notice of its intention, describing the type of Parity Interests and the price and terms upon which the Partnership proposes to issue the same. Each holder shall have ten (10) days from the date of delivery of any such notice to agree to purchase up to 100% of such Parity Interests for the price and upon the terms specified in the notice, by delivering written notice to the Partnership and stating therein the quantity of Parity Interests to be purchased. If the holders in the aggregate desire to purchase more than 100% of the Parity Interests being issued, each such holder's right to purchase the Parity Interests shall be reduced (pro rata based on the percentage of the Parity Interests for which such holder has exercised its right to purchase hereunder compared to all other holders of Class B Convertible Preferred Units who have exercised their right hereunder, but not below such Purchaser’s Pro Rata Interest so that such holders purchase no more than 100% of the Parity Interests being offered and sold.
Notice of Right. In the event the Company proposes to undertake an issuance of Subsequent Financing Securities, it shall give the Lenders written notice of its intention, describing the type of Subsequent Financing Securities and the price and terms upon which the Company proposes to issue the same and the proposed closing date of the issuance of Subsequent Financing Securities, which shall be within twenty (20) calendar days from the date of such notice. Each Lender shall have ten (10) days from the date of receipt of any such notice to agree to purchase any shares of such Subsequent Financing Securities (up to such Lender's Pro Rata Portion), for the price and upon the terms specified in the notice, by giving written notice to the Company and stating therein the quantity of Subsequent Financing Securities to be purchased.
Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investor at least thirty (30) days prior written notice (sixty (60) days prior written notice if such transaction involves the sale and issuance of more than 25% of the Company's equity securities) of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. The Investor shall have twenty (20) days from the date of receipt of any such notice to agree to purchase shares of such New Securities (up to the amount referred to in subsection 2.1(a)), 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. Notwithstanding the foregoing, in the event that the Company is to sell and issue more than 25% of its equity securities in any one transaction, the Investor's Super-Voting Right, as defined below, will remain in effect for a maximum of ninety (90) days following the receipt of the notice relating to such sale.
