Common use of Participation Notice Clause in Contracts

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. 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 will be given by the Trimaran Group and, subject Company pursuant to Section 8.1(h) below, 20.3 to each other Stockholder who Member that holds Common Stock acquired under the Purchase Agreement or on the exercise of the Exchange Options (each, a “Participation Stockholder”)Class A Units and is not an Excluded Member. The Participation Notice shall will include, to the extent known: (ia) The material principal terms of the proposed Preemptive Issuance, including (Ai) the amount and kind of Subject Securities to be included in the Preemptive Issuance, (Bii) the number of Subject Securities, (iii) 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)Subject Securities, (Civ) the portion of the Preemptive Issuance equal to the aggregate number of shares of Company Stock Class A Units 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) holder immediately prior to such Preemptive the 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) Class A Units outstanding immediately prior to the Preemptive Issuance (with respect to each Participation Stockholder, its the “Participation Portion”) and (Dv) the name and address of each Person to whom the Subject Securities are proposed to be issued (each a “Preemptive TransfereeProspective Subscriber”); and (iib) An offer by the Company to issue or cause to be issued, at the option of each holder of Units to which a Participation Stockholder 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 the Participation Stockholder’s Participation PortionPortion of the total amount of Subject Securities to be included in the Issuance), at the same price and otherwise on the same economic terms and conditions conditions, with respect to each unit of Subject Securities issued to such holders of Units, as the issuance to each of the Preemptive TransfereesProspective Subscribers; provided that, including, without limitationif all holders of Units entitled to purchase or receive any class or series of Subject Securities are required to also purchase any other class or series of Subject Securities, the Prospective Subscribers exercising their rights pursuant to this Article 13 will also be required to purchase the same relative proportions strip of Securities securities (e.g., debt on the same terms and equityconditions) as that such other holders of Units are being offered in the Preemptive Issuancerequired to purchase.