Common use of Participation Commitment Clause in Contracts

Participation Commitment. Each holder of Units desiring to accept the offer contained in the Participation Notice will send an irrevocable commitment (each, a “Participation Commitment”) to the Company within fifteen (15) Business Days after the effectiveness (in accordance with Section 13.2) of the Participation Notice specifying the number (not in any event to exceed the product of the Participation Portion multiplied by the aggregated number of securities in the Issuance) or proportion (not in any event to exceed the Participation Portion) of Subject Securities which such holder desires to be issued (each, a “Participation Buyer”). Each holder of Units which has not so accepted such offer, or that does not comply with Section 13.6, will be deemed to have waived all of such holder’s rights with respect to the Issuance under this Article 13, and the Company will thereafter be free to issue the Subject Securities in such Issuance to the Prospective Subscribers and any Participating Buyers at a price not less than 90% of the price set forth in the Participation Notice, without any further obligation to such non-accepting holders under this Article 13. If, prior to consummation, the terms of such proposed Issuance will change with the result that the price will be less than 90% of the price set forth in the Participation Notice, it will be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article 13 separately complied with, in order to consummate such Issuance pursuant to this Article 13; provided, however, that in the case of such a separate Participation Notice, each applicable period to which reference is made in this Article 13 will be the longer of (a) the remaining portion of the 15 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) five (5) Business Days.

Participation Commitment. Each holder of Units desiring to accept the offer contained in the Participation Notice will (each a “Participating Buyer”) shall send an irrevocable commitment (each, each a “Participation Commitment”) to the Company within fifteen five (155) Business Days after the effectiveness (in accordance with Section 13.2) delivery of the Participation Notice specifying the number amount of Subject Securities (not in any event to exceed the product such holder’s Participation Portion of the Participation Portion multiplied by the aggregated number total amount of securities Subject Securities to be included in the Issuance) or proportion (not in any event to exceed the Participation Portion) of Subject Securities which such holder desires to be issued issued. Each Participating Member that elects to purchase one hundred percent (100%) of Participation Portion of the total amount of Subject Securities to be included in the Issuance (each, a “Fully Exercising Member”) may, in its Participation Buyer”Commitment, elect to purchase or acquire, in addition to its Participation Portion, a portion of the Subject Securities, if any, for which other Members were entitled to subscribe but that are not subscribed for by such Member(s). The amount of such overallotment that each Fully Exercising Member shall be entitled to purchase shall be equal to the quotient determined by dividing (1) the total number of Units then held by such Fully Exercising Member by (2) the total number of Units then held by all Fully Exercising Members who wish to purchase such unsubscribed portion of the Subject Securities. Each holder of Units which has not so accepted such offer, or that does not comply accept such offer in accordance with this Section 13.6, will 9.2 shall be deemed to have waived all of such holder’s rights under this ARTICLE IX with respect to the Issuance under this Article 13such Issuance, and the Company will shall thereafter (except as provided in Section 9.3) be free to issue the Subject Securities in such Issuance to the Prospective Subscribers and any Participating Buyers Buyers, at a price not less than 90% ninety-five percent (95%) of the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate to the Prospective Subscribers and the Participating Buyers than those set forth in the Participation Notice, without any further obligation to such non-accepting holders under this Article 13ARTICLE IX. If, prior to consummation, the terms of such proposed Issuance will shall change with the result that the price will shall be less than 90% ninety-five percent (95%) of the price set forth in the Participation Notice or the other terms of the Issuance shall be materially more favorable to the Prospective Subscribers and the Participating Buyers than those set forth in the Participation Notice, or the number of Subject Securities proposed to be issued to the Prospective Subscribers increases by more than five percent (5%) of the number of Subject Securities set forth in the Participation Notice, it will shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article 13 ARTICLE IX separately complied with, in order to consummate such Issuance pursuant to this Article 13; provided, however, that in the case of such a separate Participation Notice, each applicable period to which reference is made in this Article 13 will be the longer of (a) the remaining portion of the 15 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) five (5) Business DaysARTICLE IX.

Participation Commitment. Each holder of Units Member desiring to accept the offer contained in the Participation Notice (each, a “Participation Buyer”) will send an irrevocable commitment (each, a “Participation Commitment”) to the Company within fifteen twenty (1520) Business Days business days after the effectiveness (in accordance with Section 13.213.7(b)) of the Participation Notice specifying the number (not in any event to exceed the product of the Participation Portion multiplied by the aggregated number of securities in the Issuance) or proportion (not in any event to exceed the Participation Portion) of Subject New Securities which such holder Participation Buyer desires to be issued (each, a “including the number of such New Securities that such Participation Buyer”Buyer would purchase if one or more other Members do not elect to purchase their full Participation Portion). Each holder of Units Member which has not so accepted such offer, or that does not comply with Section 13.6, offer will be deemed to have waived all of such holder’s rights with respect to the Issuance under this Article 13Section 13.7, and the Company will thereafter be free to issue the Subject New Securities in such Issuance to the Prospective Subscribers and any Participating Buyers at a the same price not less than 90% of and otherwise on the price same terms and conditions set forth in the Participation Notice, without any further obligation to such non-accepting holders Members under this Article 13Section 13.7. If, prior If one or more Members do not elect to consummation, the terms of such proposed Issuance will change with the result that the price will be less than 90% purchase their respective Participation Portions of the price set forth New Securities, then any remaining New Securities shall be allocated among all Participation Buyer that have indicated in their Participation Commitment a number of New Securities in excess of their respective Participation Portions (pro rata based on their respective Participation Portions of those who wish to purchase remaining New Securities) until (x) each Participation Buyer has been allocated the maximum number of New Securities that such Participation Notice, it will be necessary for a separate Buyer has indicated in its Participation Notice to be furnished, and the terms and provisions of this Article 13 separately complied with, in order to consummate such Issuance pursuant to this Article 13; provided, however, that in the case of such a separate Participation Notice, each applicable period to which reference is made in this Article 13 will be the longer of (a) the remaining portion of the 15 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance Commitment or (by) five (5) Business Daysall New Securities have been allocated to Participation Buyers.