Common use of Preemption Rights Clause in Contracts

Preemption Rights. Each Member shall have the right to purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions: (i) In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice of its intention, describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Member shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based on its Shareholding Percentage) of such New Securities at the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If a Member fails to exercise the right to purchase its full pro rata portion (based on its Shareholding Percentage) of the New Securities, each of the other participating Members may exercise an additional right to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased. (ii) If some (but not all) of the Members do not elect to purchase their pro rata portion of such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members). (iii) If none of the Members have exercised their right to purchase the New Securities by the end of the Preemption Cut-Off Date or the collective participating Members have not offered to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities to a third Person. (iv) Regardless of whether the Members exercise their preemption rights granted under this Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case may be), the Company shall have sixty (60) days after the Extended Preemption Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities at a price and upon terms no more favourable to the purchasers thereof than specified in the Company’s notice to the Members, provided that such purchaser(s) shall agree to be bound by the terms hereof and shall thereby become bound by the terms and conditions of these Articles. In the event the Company has not sold the New Securities within such 60-day period (or sold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of such agreement) the Company shall not thereunder issue or sell any New Securities without first offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and other purchasers shall occur simultaneously.

Preemption Rights. Each Member shall have (i) Except for the right to purchase a pro rata portion (based on its Shareholding Percentage) issuance of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions:Shares or ----------------- securities (i) In pertaining to options or rights to acquire Shares existing on the event that date hereof, including, without limitation, any and all Shares which may be issued to the Original Investors pursuant to the terms of the Buy-Sell Agreement, (ii) pursuant to a Public Sale, or (iii) pursuant to stock or option issuances to directors, employees or consultants of the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice or any of its intentiondirect or indirect subsidiaries, describing if the type Company at any time after the date hereof authorizes the issuance or sale of New Securitiesany Shares or any securities containing options or rights to acquire any Shares (other than as a dividend on outstanding Shares), the priceCompany shall first offer to sell to each Shareholder a portion of such Shares or other securities equal to the percentage of Shares and, and for the general terms upon which purposes hereof, Sub Shares held by such Shareholder at the Company proposes time of such issuance. (ii) In order to issue the same. Each Member shall have thirty (30) exercise its purchase rights hereunder, each Shareholder must within 20 days after receipt of written notice from the Company describing in reasonable detail the Shares or securities being offered, the purchase price thereof, the payment terms and such notice (the “Preemption Cut-Off Date”) to agree to purchase up to its Shareholder's pro rata portion (based on its Shareholding Percentage) of such New Securities at the price and upon the terms specified in the notice by giving percentage allotment, deliver a written notice to the Company and stating therein the quantity of New Securities describing its election hereunder. Any Shares not elected to be purchased. If a Member fails to exercise purchased by the right to purchase its full pro rata portion (based on its Shareholding Percentage) end of the New Securities, each of the other participating Members may exercise such 20-day period shall be reoffered for an additional right to purchase, 10-day period by the Company on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased. (ii) If some (but not all) of the Members do not elect Shareholders who elected to purchase their pro rata portion the entire allotment of Shares originally offered to such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members)Shareholders. (iii) If none Upon the expiration of the Members offering periods described above, the Company shall be entitled to sell such Shares or securities which the Shareholders have exercised their right not elected to purchase during the New Securities 180 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Shareholders. Any Shares or securities offered or sold by the end Company to any Person after such 180-day period must be reoffered to the Shareholders pursuant to the terms of the Preemption Cut-Off Date or the collective participating Members have not offered to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities to a third Personthis Section. (iv) Regardless The provisions of whether this Section 3A shall terminate and cease to have effect upon the Members exercise their preemption rights granted under this Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case may be), the Company shall have sixty (60) days after the Extended Preemption Cut-Off Date to sell (or enter into an agreement pursuant to which the sale consummation of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities at a price and upon terms no more favourable to the purchasers thereof than specified in the Company’s notice to the Members, provided that such purchaser(s) shall agree to be bound by the terms hereof and shall thereby become bound by the terms and conditions of these Articles. In the event the Company has not sold the New Securities within such 60-day period (or sold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of such agreement) the Company shall not thereunder issue or sell any New Securities without first offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and other purchasers shall occur simultaneouslyPublic Offering.

Preemption Rights. Each Member In the event of any Preemption Offering, ----------------- (i) the Company shall notify the Holders of the Underlying Common Stock and the Executive Stock in writing of the number of shares of Common Stock or Convertible Securities subject to such Preemption Offering and the cash or cash equivalent purchase price (determined by the Board of Directors of the Company in good faith) thereof, and (ii) each Holder of the Underlying Common Stock or the Executive Stock shall have the right to purchase for a pro rata portion (based on its Shareholding Percentage) period of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisions: (i) In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice of its intention, describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Member shall have thirty (30) days following the consummation of such Preemption Offering to purchase up to that percentage of such shares of Common Stock or Convertible Securities determined by dividing (A) the total number of Underlying Stock or Executive Stock held by such holder and (B) the total number of shares of Outstanding Common Stock. In order to exercise its purchase rights hereunder, a holder of Underlying Common Stock or Executive Stock must, within 15 days after receipt of written notice from the Company describing in reasonable detail the Preemption Offering, including the purchase price hereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company stating its election to participate, in whole or in part, in the Preemption Offering. If all of the Common Stock and/or Convertible Securities offered to the holders of the Underlying Common Stock and Executive Stock is not fully subscribed by such holders, the remaining Common Stock and/or Convertible Securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five (5) days after receipt of such notice (reoffer. Upon the “Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based on its Shareholding Percentage) of such New Securities at the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If a Member fails to exercise the right to purchase its full pro rata portion (based on its Shareholding Percentage) expiration of the New Securities, each of the other participating Members may exercise an additional right to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased. (ii) If some (but not all) of the Members do not elect to purchase their pro rata portion of such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members). (iii) If none of the Members have exercised their right to purchase the New Securities by the end of the Preemption Cut-Off Date or the collective participating Members have not offered to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities to a third Person. (iv) Regardless of whether the Members exercise their preemption rights granted under this Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case may be)offering periods described above, the Company shall be entitled to sell such Common Stock and/or Convertible Securities which the holders of Underlying Common Stock and Executive Stock have sixty not elected to purchase during the ninety (6090) days after the Extended Preemption Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities at a price following such expiration on terms and upon terms conditions no more favourable favorable to the purchasers thereof than specified in those offered to such holders. Any Common Stock and/or Convertible Securities offered or sold by the Company’s notice Company after such 90 day period must be reoffered to the Members, provided that such purchaser(s) shall agree holders of Underlying Common Stock and Executive Stock pursuant to be bound by the terms hereof and shall thereby become bound by the terms and conditions of these Articles. In the event the Company has not sold the New Securities within such 60-day period (or sold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of such agreement) the Company shall not thereunder issue or sell any New Securities without first offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and other purchasers shall occur simultaneouslythis paragraph.

Preemption Rights. Each Member The following provisions shall have the right apply to purchase any sale of Offered Shares other than a pro rata portion (based on its Shareholding Percentage) of New Securities that the Company may, from time to time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be subject to the following provisionssale in conformity with Clause 7.1.2: (ia) In Not later than 5 (five) Business Days following the event that receipt of the Company proposes to undertake an issuance of New Securities, it shall give each Member written notice of its intention, describing the type of New SecuritiesSale Notice, the price, and Board of SETA shall send a copy thereof to all the general terms upon which other Shareholders of SETA; (b) Any one or more of the Company proposes to issue the same. Each Member other SETA Shareholders shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree thereupon be entitled to purchase up to its pro rata portion the Offered Shares or nominate 1 (based one) or more proposed purchasers of the Offered Shares, in each case on its Shareholding Percentage) of such New Securities at the price same terms and upon the terms conditions as specified in the notice by giving written notice Sale Notice, provided that, if more than 1 (one) SETA Shareholder proposes to exercise this right and such SETA Shareholders together wish to purchase or nominate purchasers for a number of Shares in excess of the number of Offered Shares, the Offered Shares shall be allotted among such SETA Shareholders and/or proposed purchasers pro rata to the Company and stating therein respective shareholdings of the quantity SETA Shareholders; (c) Not later than 8 (eight) Business Days following receipt of New Securities to be purchased. If a Member fails the copy of the Sale Notice, the SETA Shareholders willing to exercise the their preemption right to purchase its full pro rata portion (based on its Shareholding Percentage) of the New Securities, each of the other participating Members may exercise an additional right to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the participating Members), the New Securities not previously purchased. (ii) If some (but not all) of the Members do not elect to purchase their pro rata portion of such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by the participating Members pursuant to Article 6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other participating Members). (iii) If none of the Members have exercised their right to purchase nominate 1 (one) or more proposed purchasers shall notify such willingness in writing to the New Securities by Chairman of the Board of SETA; (d) At the end of the Preemption Cut-Off Date or period referred to in paragraph (c) above, the collective participating Members have not offered to purchase all Board of SETA shall forthwith inform the Seller in writing of the New Securities by following: i. the end identity of the Extended Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but not less than all) of the Remaining New Securities SETA Shareholders willing to a third Person. (iv) Regardless of whether the Members exercise their preemption rights granted under this Article 6(bright or their right to nominate 1 (one) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (more proposed purchasers, as the case may be), together with the identity of the proposed purchasers so nominated, ii. the number of Offered Shares which each SETA Shareholder and/or proposed purchaser so nominated wishes to purchase, iii. the period for completion of the sale, which shall not exceed 40 (forty) Business Days after the date of the receipt of the Sale Notice subject to any governmental notification or approval; provided, however, that if the Seller is ADPM and the SETA Shareholders willing to exercise their preemption right and/or the proposed purchasers so nominated do not complete the purchase of the Offered Shares on the terms set forth in the Sale Notice within such forty (40) Business Days period for any reason whatsoever, ADPM shall be entitled to sell or transfer all of the Offered Shares without any restrictions and the Transfer Restrictions, Preemption Rights, and Extended Transfer Restrictions set forth in Clauses 7.1.1, 7.1.3, 7.1.4. and 7.1.5 of this Agreement shall not apply to any such sale or transfer by ADPM or any future sale or transfer by ADPM of the Offered Shares which is consummated within one hundred and twenty (120) Business Days following the date of the Sale Notice on substantially the terms contained in such Sale Notice. (e) If the other SETA Shareholders do not propose to exercise their preemption right in respect of all of the Offered Shares, the Company Seller shall have sixty (60) days after the Extended Preemption Cut-Off Date be entitled to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, but not some, of the balance of the Offered Shares (the “Balance of Shares”) to the proposed purchaser specified in the Sale Notice provided that: i. such sale is completed within sixty a maximum period of 30 (60thirty) days Business Days starting from the date of said agreement) at which the New Securities at a price Seller was informed that all the Offered Shares would not be purchased by the other Parties, and ii. the third party purchaser shall execute and upon terms no more favourable deliver to the purchasers thereof than specified in the Company’s notice to the Members, provided that such purchaser(s) shall agree Strategic Partner and all Parties an instrument agreeing to be bound by the terms hereof of this Agreement and the documents governing SETA. (f) If: i. the other SETA Shareholders do not propose to exercise their preemption rights or propose to exercise them in respect of only part of the Offered Shares, and ii. thereafter, the Seller fails to complete the sale of all or the Balance of Shares to the third party purchaser at the conditions specified in the Sale Notice, then the Sale Offer shall thereby become bound be canceled provided that the Seller may submit a new Sale Offer in full compliance with the procedure stated in this Agreement. (g) Any SETA Shareholder who proposes to exercise its preemption right or, if no SETA Shareholder proposes to exercise such right, the proposed purchaser will be required to abide by the terms and conditions of these Articles. In clause 7.1.2, which provides for the event obligation to assign to the Company has not sold purchaser credit rights of the New Securities within such 60-day period (or sold and issued New Securities in accordance Seller against the Strategic Partner along with the foregoing within sixty (60) days from the date transfer of such agreement) the Company shall not thereunder issue or sell any New Securities without first offering such New Securities to the Members in the manner provided above. The completion of the sale of New Securities to the participating Members and other purchasers shall occur simultaneouslyShares.