Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if...
Participation Rights. (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be ap...
Participation Rights. At least 30 days prior to any Transfer of Stockholder Shares by the Original Stockholder (other than a Public Sale or an Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale Notice") to the Company and the Investor, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer. The Investor may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Original Stockholder within 30 days after delivery of the Sale Notice. If the Investor has elected to participate in such Transfer, the Original Stockholder and the Investor shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Original Stockholder and the Investor and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Original Stockholder, and if the Original Stockholder at such time owns 30% of all Stockholder Shares and if the Investor elects to participate and owns 20% of all Stockholder Shares, the Original Stockholder would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Investor would be entitled to sell 40 shares (20% / 50% x 100 shares). The Original Stockholder shall use best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in any contemplated Transfer and to the inclusion of the Warrant and the Preferred Stock in the contemplated Transfer, and the Original Stockholder shall not transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Investor or the inclusion of the Warrant and/or the Preferred Stock. If any portion of the Warrant is included in any Transfer of Stockholder Shares under this subparagraph 4(b), the purchase price for the Warrant shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Warrant to be transferred.
Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).
Participation Rights. The Company will allow the Consultant to invest up to an additional $5 million in any future debt or equity offering of the Company on the same terms and conditions offered to other participants in such offerings. The Consultant will not be obligated to participate in any such offerings.
Participation Rights. Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in such defense and to employ counsel of its choice at its expense.
Participation Rights. In the event Ethema proposes to offer and sell its securities in an Equity Financing (defined below), the Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Equity Financing up to an amount equal to the Principal Amount until the earliest of (i) the Maturity Date (as defined in the Note), (ii) the date that the Note and all accrued but unpaid interest shall have been repaid in full, and (iii) the closing date of an Equity Financing in which all, or any remaining portion, of the outstanding principal amount of the Note along with accrued but unpaid interest thereon shall have been converted, in full, into, and on the same terms as, the securities being offered in such Equity Financing (the “Participation Right”). For the avoidance of doubt, an Equity Financing shall mean Ethema’s sale of its Common Stock or any securities conferring the right to purchase Ethema’s Common Stock or securities convertible into, or exchangeable for (with or without additional consideration), Ethema’s Common Stock. In connection with each Participation Right, Ethema shall provide written notice to the Purchaser of the terms and conditions of the Equity Financing at least ten business days prior to the anticipated first closing of such Equity Financing (the “EF Notice”). If the Purchaser shall elect to exercise its Participation Right, it shall notify Ethema, in writing, of such election at least two business days prior to the anticipated closing date set forth in the EF Notice (the “Participation Notice”). In the event the Purchaser does not return a Participation Notice to Ethema within such two-business day period, the Participation Right granted hereunder shall terminate and be of no further force and effect; provided, however, that such Participation Right shall be reinstated if the anticipated closing referenced in the EF Notice does not occur prior to ten business days following the anticipated first closing date specified in such EF notice.
Participation Rights. Each time the Company proposes to offer any Equity Securities at any time through and including the closing of the Next Equity Financing, the Company shall provide the Major Investor with at least ten (10) business days prior written notice of such offering, including the price and terms thereof. The Major Investor shall have a right of first offer to participate in such offering(s), on the same terms and for the same price as all other investors in such offering(s), by purchasing an aggregate number of Equity Securities (whether in one offering or across multiple offerings) valued at up to the Participation Amount. The Major Investor’s right of first offer set forth in this Section 5.2(b) shall be subject to compliance with applicable federal and state securities laws.
Participation Rights. Each Indemnitee shall have the right to retain its own counsel and to participate in Purchaser’s defense of any Indemnified Claim, at its own cost and expense except as set forth below. A failure by the Indemnitee(s) to give notice or timely notice or to offer to tender the defense of the action or suit pursuant to this Section 8.3 (Participation Rights) shall not limit the obligation of Purchaser under this Section 8 (Indemnification), except and only to the extent Purchaser is actually prejudiced thereby.
Participation Rights. (a) At least 30 days before a Transfer (other than pursuant to Section 4, a Public Sale, Sale of the Company or a Permitted Transfer) by the Purchaser of any shares of Common Stock, the Purchaser will deliver a written notice (the “Sale Notice”) to the Company and Rackable, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares of Common Stock to be transferred by the Purchaser and the price and other terms and conditions of the proposed Transfer. The Purchaser will not consummate such proposed Transfer until at least 15 days after the delivery of a Sale Notice, unless the parties to the Transfer have been finally determined pursuant to this Section 5 prior to the expiration of the 30-day period. In the event that Rackable or any Founder holds any shares of Common Stock, Rackable and/or such Founder may elect to participate in the contemplated Transfer by delivering written notice to the Purchaser within 15 days after delivery of the Sale Notice. If Rackable or any such Founder has elected to participate in such Transfer (each a “Participating Holder”), then the Purchaser and each Participating Holder will be entitled to transfer in the contemplated Transfer, at the same price and on the same terms specified in the Sale Notice, a number of shares of Common Stock, equal to the number of shares of Common Stock to be transferred in the contemplated Transfer multiplied by a fraction, the numerator of which is (A) the number of shares of Common Stock held by such Participating Holder at such time, and the denominator of which is (B) the aggregate number of shares of Common Stock on a fully-diluted basis, so long as each Participating Holder takes all necessary or desirable actions requested by the Purchaser in connection with the consummation of such Transfer, including executing all agreements, documents, and instruments in connection therewith in the form presented by the Purchaser.
