Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have fifteen (15) Business Days from the date of receipt of any such Participation Notice (the “Participation Period”) to give written notice to the Company of its intention to purchase up to such Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Participation Notice stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share) (the Rights Holders who have given such notice, the “Participating Rights Holders”). If any Rights Holder fails to so respond in writing within such fifteen (15) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
Participation Notice. (a) Prior to any allotment and issuance of New Securities (in a single transaction or a series of related transactions) in an Exempt Transaction, the Company shall give to the Investor a written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price, price range or pricing mechanism (as applicable and as practicable)and the general terms upon which the Company proposes to issue such New Securities, and the Investor’s Pro Rata Share of such New Securities (as determined in accordance with Section 4.5). Such Participation Notice may be provided in advance of or following the entry by the Company into a definitive agreement contemplating the issuance and allotment of the New Securities.
Participation Notice. Not fewer than thirty (30) Business Days prior to the consummation of the Preemptive Issuance, the Company shall provide a written notice (the “Participation Notice”) to the Trimaran Group and, subject to Section 8.1(h) below, each other Stockholder who holds Common Stock acquired under the Purchase Agreement or on the exercise of the Exchange Options (each, a “Participation Stockholder”). The Participation Notice shall include, to the extent known:
(i) The material terms of the proposed Preemptive Issuance, including (A) the amount and kind of Securities to be included in the Preemptive Issuance, (B) the price per share or unit of the Securities (or, if such consideration is not cash, the Fair Market Value of such shares or units), (C) the portion of the Preemptive Issuance equal to the aggregate number of shares of Company Stock held by such Participation Stockholder on a fully-diluted basis (including any shares into which Exchange Options are exercisable, but excluding any other unexercised Options or warrants) immediately prior to such Preemptive Issuance divided by the aggregate number of shares of Company Stock (including any shares into which Exchange Options are exercisable, but excluding any other unexercised Options or warrants) outstanding immediately prior to the Preemptive Issuance (with respect to each Participation Stockholder, its “Participation Portion”) and (D) the name and address of each Person to whom the Securities are proposed to be issued (each a “Preemptive Transferee”); and
(ii) An offer by the Company to issue to each Participation Stockholder such Participation Stockholder’s Participation Portion, on the same terms and conditions as the issuance to each of the Preemptive Transferees, including, without limitation, the same relative proportions of Securities (e.g., debt and equity) as are being offered in the Preemptive Issuance.
Participation Notice. Each Party shall notify the COG Executive Director of its participation in this Agreement by furnishing an executed original of the attached Participation Notice.
Participation Notice. Not fewer than 10 business days prior to the consummation of the Pre-Emptive Issuance, the Partnership shall provide a written notice (the “Participation Notice”) to each holder of Capital Units (a “Capital Partner”). The Participation Notice shall include, to the extent known:
6.2.1. The material terms of the proposed Pre-Emptive Issuance, including (i) the amount and kind of Securities to be included in the Pre-Emptive Issuance, (ii) the price per share of the Securities (or, if such consideration is not cash, the Fair Market Value thereof), (iii) the portion of the Pre-Emptive Issuance equal to the aggregate number of Capital Units held by such Capital Partner immediately prior to such Pre-Emptive Issuance divided by the aggregate number of Capital Units outstanding immediately prior to the Pre-Emptive Issuance (with respect to each Capital Partner, its “Participation Portion”) and (iv) the name and address of each Person to whom the Securities are proposed to be issued (each a “Pre-Emptive Transferee”); and
6.2.2. An offer by the Partnership to issue to each Capital Partner such portion of the Securities to be included in the Pre-Emptive Issuance as may be requested by such Capital Partner (not to exceed its Participation Portion of the total amount of Securities to be included in the Pre-Emptive Issuance), on the same terms and conditions as the issuance to each of the Pre-Emptive Transferees, including, without limitation, the same relative proportions of Securities (e.g. debt and equity) as are being offered in the Pre-Emptive Issuance.
Participation Notice. Prior to any allotment and issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to the Investor a written notice of its intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities, and the Investor’s Pro Rata Share of such New Securities (as determined in accordance with Section 5.5).
Participation Notice. At least twenty (20) days prior to the proposed date of issuance of the Securities, the Company shall deliver a notice by certified mail (“Participation Notice”) to each Stockholder stating (i) its bona fide intention to issue Securities, (ii) the number and type of Securities to be issued, and (iii) the price and terms (including, without limitation, any requirement to purchase additional securities of the Company or participate in a financing transaction in order to purchase or subscribe for the Securities to be issued), if any, upon which it proposes to issue such Securities.
Participation Notice. Not fewer than twenty (20) business days prior to the consummation of the Issuance, a written notice (the “Participation Notice”) will be given by the Company to each Member. The Participation Notice will include:
(i) The principal terms of the proposed Issuance, including, without limitation, (A) the amount and kind of New Securities to be included in the Issuance, (B) the number of New Securities, (C) the price per New Security, (D) the portion of the Issuance equal to the number of Units held by such holder immediately prior to the Issuance divided by the aggregate number of Units held by all Members immediately prior to the Issuance (such holder’s “Participation Portion”) and (E) the name and address of each Person to whom the New Securities are proposed to be issued (each a “Prospective Subscriber”); and
(ii) an offer by the Company to issue or cause to be issued, at the option of each Member, to such holder such portion of the New Securities to be included in the Issuance as may be requested by such holder, at the same price and otherwise on the same economic terms and conditions, with respect to each unit of New Securities issued to such holders of Units, as the issuance to each of the Prospective Subscribers; provided that, if all holders of Units entitled to purchase or receive any class or series of New Securities are required to also purchase any other class or series of New Securities, the Prospective Subscribers exercising their rights pursuant to this Section 13.7 will also be required to purchase the same strip of securities (on the same terms and conditions) that such other holders of Units are required to purchase. The Participation Notice will include a copy of the consolidated financial statements of the Company and its Subsidiaries for the most recent fiscal year, copies of consolidated financial statements of the Company and its Subsidiaries for each subsequent month up to and including the month ending at least 30 days prior to the date of the Participation Notice and any materials described in Section 10.4(a)(iii) covering the then-current fiscal year of the Company and any future period(s). Third Amended and Restated Limited Liability Company Agreement | 33
Participation Notice. Not fewer than ten (10) business days prior to the consummation of the Issuance, a written notice (the “Participation Notice”) shall be delivered by the Company to each holder of Units. The Participation Notice shall include:
(i) the principal terms of the proposed Issuance, including (i) the amount and kind of Subject Securities to be included in the Issuance, (ii) the number of Subject Securities proposed to be issued, (iii) the price per unit of the Subject Securities, (iv) the percentage of the Issuance equal to the number of Units held by such holder immediately prior to the Issuance divided by the aggregate number of Units outstanding immediately prior to the Issuance (the “Participation Portion”) and (v) the name and address of each Person to whom the Subject Securities are proposed to be issued (each a “Prospective Subscriber”); and
(ii) an offer by the Company to issue, at the option of each holder of Units to which a Participation Notice is required to be given, to such holder such portion of the Subject Securities to be included in the Issuance as may be requested by such holder (not to exceed such holder’s Participation Portion of the total amount of Subject Securities to be included in the Issuance), at the same price and otherwise on the same terms and conditions, with respect to each unit of Subject Securities issued to such holders of Units, as the Issuance to each of the Prospective Subscribers.
Participation Notice. The Parties agree that prior to the allotment and issuance of any New Securities by Kingsoft Cloud, Kingsoft Cloud shall notify Xiaomi in writing of its proposed offering of New Securities (the “Participation Notice”), describing the amount and type of New Securities, the price, price range or pricing mechanism (as applicable and as practicable) and the terms upon which Kingsoft Cloud proposes to issue such New Securities, and Xxxxxx’s Pro Rata Share (as defined below) of such New Securities (as determined in accordance with Section 3.4). Kingsoft Cloud shall provide such Participation Notice to Xiaomi without delay as applicable and practicable. Such Participation Notice shall be delivered by Kingsoft Cloud to Xiaomi no later than forty (40) days prior to the date on which Kingsoft Cloud enters into the definitive agreement with respect to the allotment and issuance of the New Securities (i.e. the Hong Kong Underwriting Agreement), unless the timing of such Notice may be otherwise agreed upon by the Parties through friendly negotiations.
