Common use of Post-Issuance Notice Clause in Contracts

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 notice requirements of Section 5.16(a) and Section 6(b) above, the Issuer Company or its subsidiary (as applicable) may proceed with any Issuance an issuance of New Securities prior to having complied with the provisions of Section 5.1such sections; provided provided, that the Issuer Company or such subsidiary shall: (ai) provide to each holder of Shares Material Holder who would have been a Participation Offeree in connection with received notice of such Issuance issuance of New Securities (ix) with reasonably prompt notice of such Issuance issuance and (iiy) the Participation Issuance Notice described in Section 5.1.1 6(b) in which the actual price per unit of paid for such New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (bii) offer to issue (or to provide for the sale by the Person to which the Company has initially authorized an issuance of New Securities implicating Section 6(a)) to such holder of Shares Material Holders such number of securities New Securities of the type issued in the Issuance issuance as may be requested by such holder of Shares (not to exceed the Participation Portion Material Holders that such holder of Shares Material Holders would have been entitled to purchase 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 Issuance6(a) on the same economic terms and conditions with respect to such securities New Securities as the subscribers or purchasers in the Issuance issuance received; and (ciii) keep such offer open for a period of fifteen (15) business days30 Business Days, during which period, each such holder Material Holder may accept such offer by sending a written acceptance notice to the Issuer committing Company describing such Material Holder’s election to purchase an all or any portion of the 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 available for purchase by such Material Holder as calculated in such issuance and (y) accordance with Section 6(a). If all of the aggregate number of shares issued New Securities offered to the Material Holders pursuant to this Section 5.2 with respect to such Issuance). If any Participation Offeree does 6(e) are not elect to purchase its full Participation Portion of the Equity Interests to be included in the Issuancefully subscribed for by each Material Holder, the Issuer remaining New Securities shall promptly deliver an Undersubscription Notice be reoffered by the Company to all Fully-Exercising Holders. Each Fully-Exercising the Material Holders purchasing their full portion upon the terms set forth in this Section 6(e) one additional time and each participating Material Holder shall be entitled, by providing written notice permitted to commit to acquiring all of the Issuer within the Oversubscription Period, New Securities being reoffered pursuant 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 this Section 6(e) (and any over commitment shall be allocated among the Fully-Exercising Holders on a cut back pro rata basis based on the number basis of Equity Interests each such Fully-Exercising Holder participating Material Holder’s relative pro rata portion of the New Securities, as calculated in accordance with Section 6(a)), except that such Material Holders must exercise their purchase rights within 5 Business Days after notice of such reoffer has elected been given by the Company to purchasesuch Material Holder.

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: shall (a) provide to each holder of Shares Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance Issuance, and (ii) the Participation Notice described in Section 5.1.1 in which the actual price per unit share 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 Stockholder the number of securities New Securities of the type issued in the Issuance as may be requested by such holder of Shares Stockholder (not to exceed the Participation Portion that such holder of Shares Stockholder 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 Issuance, and (y) the aggregate number of shares New Securities issued pursuant to this Section 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities New Securities as the subscribers in the Issuance received; , and (c) keep such offer open for a period of fifteen ten (1510) business days, during which period, each such holder Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities New Securities (not in any event to exceed the Participation Portion that such holder Stockholder 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 issuance, and (y) the aggregate number of shares New Securities 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 notice requirements of Section 5.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 5.1; provided that the Issuer shallCompany will: (a) provide to each holder of Equity Investor Shares and each Manager then holding Shares valued, at the time of issuance of such Shares, at $500,000 or more, in each case, 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 Share (or other applicable unit) of New Subject Securities (and, if applicable, actual Price Per Equivalent Shareprice per Share of Class A Common Stock) shall be is set forth; (b) offer to issue to such holder of Shares Equity Investor and such Manager such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed an amount equal to (i) the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 5.1 5.1.1 multiplied by the sum of (x) the number of New Subject Securities included in the Issuance and plus (yii) a number of additional securities sufficient to permit such holder to acquire, in total, the same percentage of the aggregate number of shares issued all securities included in the relevant Issuances effected pursuant to this Section 5.2 as such holder would have been entitled to acquire had the Company proceeded with respect the relevant Issuances under Section 5.1.1 rather than pursuant to such Issuancethis Section 5.2) 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 ten (1510) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer Company 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 5.1.1 multiplied by the sum of (x) the number of New Subject Securities included in such issuance issuance); and (yd) provide that such Equity Investors and such Managers who accept such offer receive the aggregate number of shares issued pursuant to this Section 5.2 with respect to same economics such Issuance)Equity Investors would have received if such offer was made at the same time as the Subject Securities were purchased by the Lead Investors or Affiliated Funds, as applicable. 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 purchase5.3.