Post-Issuance Notice. Notwithstanding the notice requirements of Sections 6.1.1 and 6.1.2, the Company may proceed with any Issuance prior to having complied with the provisions of Section 6.1; provided, that the Company will:
Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall:
Post-Issuance Notice. Notwithstanding the notice requirements of Section 5.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 5.1.1 in which the actual price per unit of New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 5.1 multiplied by the sum of (x) the number of New Securities included in the Issuance and (y) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen (15) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 5.1 multiplied by the sum of (x) the number of New Securities included in such issuance and (y) the aggregate number of shares issued pursuant to this Section 5.2 with respect to such Issuance). If any Participation Offeree does not elect to purchase its full Participation Portion of the Equity Interests to be included in the Issuance, the Issuer shall promptly deliver an Undersubscription Notice to all Fully-Exercising Holders. Each Fully-Exercising Holder shall be entitled, by providing written notice to the Issuer within the Oversubscription Period, to elect to purchase up to the aggregate number of Equity Interests for which all Participation Offerees were entitled to, but did not, subscribe. Such Equity Interests shall be allocated among the Fully-Exercising Holders on a pro rata basis based on the number of Equity Interests such Fully-Exercising Holder has elected to purchase.
Post-Issuance Notice. Notwithstanding the advance notice requirements set forth in Section 4.2, if the Board determines that special circumstances warrant, the Company may provide a Preemptive Offer Notice after the issuance of the New Securities (the “Issuance”), in which case the Company shall ensure that each Preemptive Rights Holder that elects to exercise its Preemptive Rights within the Election Period is offered the right to acquire from the Subject Purchaser (or from the Company, or the issuing Subsidiary of the Company, as applicable, following (if the Company so elects) a corresponding redemption from such Subject Purchaser), promptly following the Issuance, such Preemptive Rights Holder’s Proportionate Percentage of the New Securities that were issued in the Issuance and otherwise on the terms set forth in Section 4.1, Section 4.2, Section 4.4 and Section 4.5.
Post-Issuance Notice. Notwithstanding the notice requirements of Sections 5.1.1 and 5.1.2, if approved in writing by the Majority Investors, the Corporation may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Corporation shall:
Post-Issuance Notice. Notwithstanding the notice requirements of Section 7.2, the Company may proceed with any issuance of New Securities prior to having complied with the provisions of Section 7.2; provided, that the Company shall:
Post-Issuance Notice. Notwithstanding the requirements of this Section 13, the Company may proceed with any issuance of Securities prior to having complied with the provisions of Section 13; provided that the Company shall:
Post-Issuance Notice. Notwithstanding the requirements of 5.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 5.1 so long as the Issuer has used reasonable best efforts to give the Investors and the Executive Stockholders the opportunity to participate in such Issuance, it being understood that the Company may proceed with such Issuance under this Section 5.2 without first using such reasonable best efforts if the Company determines that it is in the best interests of the Company to do so in light of the need for confidentiality or other business reasons; provided that the Issuer shall:
Post-Issuance Notice. Notwithstanding the notice requirements of Sections 3.1.1 and 3.1.2, as long as such action would not materially disadvantage any Person who would have been a Participation Offeree, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 3.1; provided that the Issuer shall:
Post-Issuance Notice. Notwithstanding the requirements of Section 5.2(b), the Board of Directors may determine in connection with any issuance of New Securities to defer the issuance of the Preemptive Offer Notices until after the issuance of the New Securities, in which case the Preemptive Offer Notices shall be given promptly after the issuance of the New Securities and the Company shall ensure that each Preemptive Rights Member that elects to exercise its Preemptive Rights within the Preemptive Rights Election Period is offered the right to acquire from the applicable Subject Purchaser (directly or indirectly), no later than ten Business Days following the end of the Preemptive Rights Election Period, such Preemptive Rights Member’s Proportionate Percentage of the New Securities that were issued in such issuance and otherwise on the terms set forth in the other provisions of this Section 5.2.
