Offerings of New Securities. Until the date on which no Debentures remain outstanding, and with respect to the Purchaser, the Company will not, directly or indirectly, effect any Subsequent Placement (as defined below) unless the Company shall have first complied with this Section 4.14; provided, that the Company shall not be required to comply with this Section 4.14 if such Subsequent Placement would be integrated with such prior offering by the principal Trading Market in which the Common Stock is then trading (the “Principal Market”) or pursuant to the Securities Act, or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. (a) At least four (4) Business Days prior to any proposed or intended Subsequent Placement, the Company or its agent shall orally contact the Purchaser and ask whether the Purchaser is willing to agree to receive material non-public information (each such notice, a “Pre-Notice”), provided that neither the Company nor its agents shall provide any material, non-public information with respect to the Company or any of its Subsidiaries to the Purchaser without the expressed written consent of the Purchaser to receive such material, non-public information. Upon the written request of the Purchaser no later than one (1) Business Day after the Purchaser’s receipt of such Pre-Notice, and only upon a written request by the Purchaser, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to the Purchaser by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement within one (1) Business Day of the determination of the terms of such Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Purchaser (which offer being non-transferable to any successor to the Purchaser) at least 30% of the Offered Securities (the “Basic Amount”). (b) To accept an Offer, in whole or in part, the Purchaser must deliver a written notice to the Company prior to the end of the third (3rd) full Business Day after the Purchaser’s receipt of the Offer Notice (for purposes of this Section 4.14(b), receipt of the Offer Notice shall not be deemed to have occurred until the Purchaser shall have physically received such Offer Notice) (the “Offer Period”), setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase (the “Notice of Acceptance”). (c) The Company shall have thirty (30) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by such Purchaser (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice. (d) The purchase by the Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the participating Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser (the “Subsequent Placement Agreement”). (f) Any Offered Securities not acquired by the Purchaser or other Persons in accordance with this Section 4.14 may not be issued, sold or exchanged until they are again offered to the Purchaser under the procedures specified in this Agreement.
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Offerings of New Securities. Until the the date on which no Debentures remain outstanding, and with respect to the any Purchaser, the Company will not, directly or indirectly, effect any Subsequent Placement (as defined below) unless the Company shall have first complied with this Section 4.14; provided, that the Company shall not be required to comply with this Section 4.14 if such Subsequent Placement would be integrated with such prior offering by the principal Trading Market in which the Common Stock is then trading (the “Principal Market”) or pursuant to the Securities Act, or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
(a) At least four tfour (4) Business Days prior to any proposed or intended Subsequent Placement, the Company or its agent shall orally contact the each Purchaser and ask whether the such Purchaser is willing to agree to receive material non-public information (each such notice, a “Pre-Notice”), provided that neither the Company nor its agents shall provide any material, non-public information with respect to the Company or any of its Subsidiaries to the such Purchaser without the expressed written consent of the such Purchaser to receive such material, non-public information. Upon the written request of the such Purchaser no later than one (1) Business Day after the such Purchaser’s receipt of such Pre-Notice, and only upon a written request by the such Purchaser, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to the such Purchaser by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement within one (1) Business Day of the determination of the terms of such Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the such Purchaser (which offer being non-transferable to any successor to the such Purchaser) a pro rata portion of at least 30% of the Offered Securities allocated among such Purchaser and the other Purchasers of Securities in this offering (the “Other Purchasers”) (a) based on each Purchaser’s pro rata portion of all the Securities purchased in this offering (the “Basic Amount”), and (b) if such Purchaser elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of the Other Purchasers as such Purchaser shall indicate it will purchase or acquire should the Other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”).
(b) To accept an Offer, in whole or in part, the a Purchaser must deliver a written notice to the Company prior to the end of the third (3rd) full Business Day after the such Purchaser’s receipt of the Offer Notice (for purposes of this Section 4.14(b), receipt of the Offer Notice shall not be deemed to have occurred until the such Purchaser shall have physically received such Offer Notice) (the “Offer Period”), setting forth the portion of the such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by such Purchaser and all Other Purchasers are less than the total of all of the Basic Amounts, then, if such Purchaser has set forth an Undersubscription Amount in its Notice of Acceptance, such Purchaser shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), if such Purchaser has subscribed for any Undersubscription Amount, then such Purchaser shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Other Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary.
(c) The Company shall have thirty (30) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by such Purchaser (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice.
(d) The purchase by the such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the each participating Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser such Purchasers (the “Subsequent Placement Agreement”).
(f) Any Offered Securities not acquired by the Purchaser or other Persons in accordance with this Section 4.14 may not be issued, sold or exchanged until they are again offered to the Purchaser under the procedures specified in this Agreement.
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Offerings of New Securities. Until the date on which no Debentures remain outstanding, and with respect to the Purchaser, the Company will not, directly or indirectly, effect any Subsequent Placement (as defined below) unless the Company shall have first complied with this Section 4.14; provided, that the Company shall not be required to comply with this Section 4.14 if such Subsequent Placement would be integrated with such prior offering by the principal Trading Market in which the Common Stock is then trading (the “Principal Market”) or pursuant to the Securities Act, or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
(a) At least four (4) Business Days prior to any proposed or intended Subsequent Placement, the Company or its agent shall orally contact the Purchaser and ask whether the Purchaser is willing to agree to receive material non-public information (each such notice, a “Pre-Notice”), provided that neither the Company nor its agents shall provide any material, non-public information with respect to the Company or any of its Subsidiaries to the Purchaser without the expressed written consent of the Purchaser to receive such material, non-public information. Upon the written request of the Purchaser no later than one (1) Business Day after the Purchaser’s receipt of such Pre-Notice, and only upon a written request by the Purchaser, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to the Purchaser by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement within one (1) Business Day of the determination of the terms of such Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Purchaser (which offer being non-transferable to any successor to the Purchaser) at least 30% of the Offered Securities (the “Basic Amount”).
(b) To accept an Offer, in whole or in part, the Purchaser must deliver a written notice to the Company prior to the end of the third (3rd) full Business Day after the Purchaser’s receipt of the Offer Notice (for purposes of this Section 4.14(b), receipt of the Offer Notice shall not be deemed to have occurred until the Purchaser shall have physically received such Offer Notice) (the “Offer Period”), setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase (the “Notice of Acceptance”).
(c) The Company shall have thirty (30) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by such Purchaser (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice.
(d) The purchase by the Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the participating Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser (the “Subsequent Placement Agreement”).
(f) Any Offered Securities not acquired by the Purchaser or other Persons in accordance with this Section 4.14 may not be issued, sold or exchanged until they are again offered to the Purchaser under the procedures specified in this Agreement.
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Offerings of New Securities. Until the the date on which no Debentures remain outstanding, and with respect to the any Purchaser, the Company will not, directly or indirectly, effect any Subsequent Placement (as defined below) unless the Company shall have first complied with this Section 4.14; provided, that the Company shall not be required to comply with this Section 4.14 if such Subsequent Placement would be integrated with such prior offering by the principal Trading Market in which the Common Stock is then trading (the “Principal Market”) or pursuant to the Securities Act, or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
(a) At least four tfour (4) Business Days prior to any proposed or intended Subsequent Placement, the Company or its agent shall orally contact the each Purchaser and ask whether the such Purchaser is willing to agree to receive material non-public information (each such notice, a “Pre-Notice”), provided that neither the Company nor its agents shall provide any material, non-public information with respect to the Company or any of its Subsidiaries to the such Purchaser without the expressed written consent of the such Purchaser to receive such material, non-public information. Upon the written request of the such Purchaser no later than one (1) Business Day after the such Purchaser’s receipt of such Pre-Notice, and only upon a written request by the such Purchaser, the Company shall promptly, but no later than one (1) Business Day after such request, deliver to the such Purchaser by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement within one (1) Business Day of the determination of the terms of such Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the such Purchaser (which offer being non-transferable to any successor to the such Purchaser) a pro rata portion of at least 30% of the Offered Securities allocated among such Purchaser and the other Purchasers of Securities in this offering (the “Other Purchasers”) (a) based on each Purchaser’s pro rata portion of all the Securities purchased in this offering (the “Basic Amount”), and (b) if such Purchaser elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of the Other Purchasers as such Purchaser shall indicate it will purchase or acquire should the Other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”).
(b) To accept an Offer, in whole or in part, the a Purchaser must deliver a written notice to the Company prior to the end of the third (3rd) full Business Day after the such Purchaser’s receipt of the Offer Notice (for purposes of this Section 4.14(b), receipt of the Offer Notice shall not be deemed to have occurred until the such Purchaser shall have physically received such Offer Notice) (the “Offer Period”), setting forth the portion of the such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by such Purchaser and all Other Purchasers are less than the total of all of the Basic Amounts, then, if such Purchaser has set forth an Undersubscription Amount in its Notice of Acceptance, such Purchaser shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), if such Purchaser has subscribed for any Undersubscription Amount, then such Purchaser shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Other Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary.
(c) The Company shall have thirty (30) Business Days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by such Purchaser (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice.
(d) The purchase by the such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the each participating Purchaser of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser such Purchasers (the “Subsequent Placement Agreement”).
(f) Any Offered Securities not acquired by the such Purchaser or other Persons in accordance with this Section 4.14 may not be issued, sold or exchanged until they are again offered to the such Purchaser under the procedures specified in this Agreement.
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