Participation Notice Clause Samples

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. 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 Participation Rights Holder 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. Each Participation Rights Holder shall have ten (10) calendar days from the date of receipt of the Participation Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Participation Notice, by giving a written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such ten (10) calendar days to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall be deemed to have forfeited its right hereunder to purchase that portion of its Pro Rata Share of such New Securities that it did not agree to purchase, without prejudice to participating in any future or other offerings of New Securities.

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. 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. 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. Not fewer than 10 Business Days prior to the consummation of an Issuance, a written notice (the “Participation Notice”) shall be given by the Directors pursuant to Section 8.6 to each Shareholder. The Participation Notice shall include: (a) 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 to be included in the Issuance, (iii) the terms (including price per share) of the Subject Securities to be included in the Issuance, and (iv) the Participation Right Percentage of the Issuance for each Shareholder (with respect to each such Shareholder, such Shareholder’s “Participation Portion”); and (b) An offer by the Directors on behalf of the Company to issue or cause to be issued, at the option of each Person to which a Participation Notice is required to be given, to such Person such portion of the Subject Securities to be included in the Issuance as may be requested by such Person (not to exceed such ▇▇▇▇▇’▇ Participation Portion of the total amount of Subject Securities to be included in the Issuance), at the price and on the economic terms and conditions set forth in the Participation Notice.

Participation Notice. Not fewer than 20 Days prior to the consummation of the Issuance, the Company shall provide a written notice to each Shareholder (the “Participation Notice”). The Participation Notice shall include: (a) the material terms of the proposed Issuance, including: (i) the amount and kind of Securities to be included in the Issuance; (ii) the price per share of the Securities (or, if the consideration to be received in the Issuance is not cash, the Fair Market Value thereof); (iii) the portion (expressed as a percentage) of the Issuance equal to the aggregate number of Shares held by such Shareholder immediately prior to such Issuance divided by the aggregate number of Shares outstanding immediately prior to the Issuance (the “Participation Portion”); and (iv) the name and address of each Person to whom the Securities are proposed to be issued (each a “Prospective Investor”); and (b) an offer by the Company to issue to each Shareholder such portion of the Securities to be included in the Issuance as may be requested by such Shareholder (not to exceed such Shareholder’s Participation Portion of the total amount of Securities to be included in the Issuance), on the same terms and conditions as the Issuance to each of the Prospective Investors.

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. 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.