Common use of PROPORTIONAL PURCHASE RIGHTS Clause in Contracts

PROPORTIONAL PURCHASE RIGHTS. If from time to time the Purchase Percentage of any PPD Person would be reduced as a result of any issuance of Common Stock by the Company or could be reduced as a result of any issuance of Convertible Securities (assuming, in the case of Convertible Securities, the conversion, exchange, or exercise at such time of the all Convertible Securities to be issued in such issuance) by the Company (in either case, whether for cash, property or otherwise), the Company shall so notify the PPD Persons then owning Common Stock, directly or indirectly, in writing not less than 60 days prior to the proposed date of any such issuance and shall offer to sell to each such PPD Person, and, if such offer is accepted in writing by such PPD Person (x) if such issuance is made pursuant to an underwriting or private placement purchase agreement, the day such agreement is executed (it being understood that the Company will give each such PPD Person at least four Business Day's prior notice of such date of execution) or (y) if such issuance is not made pursuant to such an agreement, the fifth Business Day prior to the proposed date of such issuance, the Company shall sell to each such PPD Person, that number of shares of Common Stock or the number or amount of Convertible Securities to be issued which would result in the Purchase Percentage of such PPD Person immediately after such issuance equaling the Purchase Percentage of such PPD Person in effect immediately prior to such issuance (assuming, in the case of Convertible Securities, the conversion, exchange or exercise at such time of all Convertible Securities to be issued in such issuance), or any lesser amount of Common Stock or Convertible Securities to be issued in such issuance as may be designated by the PPD Person, in either case at a price per share or other trading unit of such Common Stock or Convertible Securities, as the case may be, to be received by the Company in such issuance, less any underwriting discounts and commissions, and otherwise on the same terms as may be applicable to such issuance; PROVIDED, HOWEVER, that this Section 4.1 shall not be applicable to the issuance of shares of Common Stock in the Initial Public Offering (but shall be applicable to any issuance of the shares reserved for issuance pursuant to the over-allotment option in connection with the Initial Public Offering).

PROPORTIONAL PURCHASE RIGHTS. If from time to time the Purchase Percentage of any PPD Person owned directly or indirectly by Xxxxxxx X. Xxxxx would be reduced as a result of any issuance of Common Stock by the Company or could be reduced as a result of any issuance of Convertible Securities (assuming, in the case of Convertible Securities, the conversion, exchange, or exercise at such time of the all Convertible Securities to be issued in such issuance) by the Company (in either case, whether for cash, property or otherwise)) and so long as Xx. Xxxxx serves as the Company's Chief Executive Officer, the Company shall so notify the PPD Persons then owning Common Stock, directly or indirectly, Xx. Xxxxx in writing not less than 60 5 days prior to the proposed date of (a) circulation of any offering memorandum or prospectus relating to any such issuance or (b) if no offering memorandum or prospectus will be used, any such issuance and shall offer to sell to each such PPD PersonXx. Xxxxx, and, if such offer is accepted in writing by such PPD Person the (i) day prior to the date of any circulation of any offering memorandum or prospectus or (ii) if no offering memorandum or prospectus will be used (x) if such issuance is made pursuant to an underwriting or private placement purchase agreement, the day such agreement is executed (it being understood that the Company will give each such PPD Person Xx. Xxxxx at least four one Business Day's prior notice of such date of execution) or (y) if such issuance is not made pursuant to such an agreement, the fifth Business Day prior to the proposed date of such issuance, the Company shall sell to each such PPD PersonXx. Xxxxx, that number of shares of Common Stock or the number or amount of Convertible Securities to be issued which would result in the Purchase Percentage of such PPD Person Xx. Xxxxx immediately after such issuance equaling the Purchase Percentage of such PPD Person in effect owned directly or indirectly by Xx. Xxxxx immediately prior to such issuance (assuming, in the case of Convertible Securities, the conversion, exchange or exercise at such time of all Convertible Securities to be issued in such issuance), or any lesser amount of Common Stock or Convertible Securities to be issued in such issuance as may be designated by the PPD PersonXx. Xxxxx, in either case at a price per share or other trading unit of such Common Stock or Convertible Securities, as the case may be, to be received by the Company in such issuance, less any underwriting discounts and commissions, and otherwise on the same terms as may be applicable to such issuance; PROVIDED, HOWEVER, that this Section 4.1 3.1 shall not be applicable to the (i) any issuance of shares of Common Stock in the Initial Public Offering or (but shall be applicable to ii) any issuance of Common Stock or Convertible Securities to directors, officers or employees of the shares reserved for issuance Company or any of its subsidiaries (including the Operating Partnership) pursuant to the over-allotment option in connection with the Initial Public Offering).any employee benefit plan or dividend reinvestment plan,

PROPORTIONAL PURCHASE RIGHTS. If from time to time the Purchase Percentage percentage of any PPD Person the Total Voting Power represented by the Voting Power of all Voting Securities then owned, directly or indirectly, by the Investor and the Investor Related Parties would be reduced as a result of any issuance of Common Stock Voting Securities by the Company or could be reduced as a result of any issuance of Convertible Securities (assuming, in the case of Convertible Securities, the conversion, exchange, or exercise at such time of the all Convertible Securities to be issued in such issuance) by the Company (in either case, whether for cash, property or otherwise), the Company shall so notify the PPD Persons then owning Common Stock, directly or indirectly, Investor in writing not less than 60 days 30 Business Days prior to the proposed date of any such issuance and shall offer to sell to each such PPD Personthe Investor or to any Investor Related Party designated by the Investor, and, if such offer is accepted in writing by such PPD Person (x) if such issuance is made pursuant to an underwriting or private placement purchase agreement, the day second Business Day prior to the date of execution of any such agreement is executed (it being understood that the Company will give each such PPD Person the Investor at least four Business Day's prior notice of such date of execution) or (y) if such issuance is not made pursuant to such an agreement, the fifth Business Day prior to the proposed date of such issuance, the Company shall sell to each the Investor or such PPD PersonInvestor Related Party, as the case may be, that number portion of shares of Common Stock the Voting Securities or the number or amount of Convertible Securities to be issued which would result in the Purchase Percentage percentage of such PPD Person the Total Voting Power immediately after such issuance equaling represented by the Purchase Percentage aggregate Voting Power of such PPD Person all Voting Securities then owned, directly or indirectly, by the Investor and the Investor Related Parties equalling the percentage in effect immediately prior to such issuance (assuming, in the case of Convertible Securities, the conversion, exchange or exercise at such time of all Convertible Securities to be issued in such issuance), or any lesser amount portion of Common Stock the Voting Securities or Convertible Securities to be issued in such issuance as may be designated by the PPD PersonInvestor, in either case at a price per share or other trading unit of such Common Stock Voting Securities or Convertible Securities, as the case may be, equal to the price per share or other trading unit of such Voting Securities or Convertible Securities, as the case may be, to be received by the Company in such issuance, less any underwriting discounts and commissions, and otherwise on the same terms as may be applicable to such issuance, except as set forth in the next sentence; PROVIDED, HOWEVER, that this Section 4.1 2.3 shall not be applicable to the (i) any issuance of shares Common Stock or Convertible Securities in exchange for Other Debt Securities as contemplated by Section 4.11(a) of the Investment Agreement or of Common Stock in the Initial Public Offering IPO as permitted by Section 4.11(b) of the Investment Agreement (but shall be applicable to other than clause (z) thereof) or of Voting Securities upon the conversion, exchange or exercise of Convertible Securities which the Company previously issued in accordance with this Section 2.3 (including clause (ii) below) or (ii) any issuance of Convertible Securities to directors, officers, insurance agents or employees of the shares reserved for issuance Company or any of its Subsidiaries pursuant to the over-allotment option in connection any employee benefit plan established with the Initial Public Offering)prior consent of the Investor or (iii) any issuance of Common Stock upon the conversion of Convertible Preferred Stock or of any convertible debentures exchanged for such Convertible Preferred Stock. The Investor or any such Investor Related Party designated by the Investor may pay for any Voting Securities or Convertible Securities purchased by it pursuant to this Section 2.3 in whole or in part by surrendering shares of Other Preferred Stock to the Holding Company, which shares will be valued for such purpose at $100 per share plus all accrued and unpaid dividends thereon to the date of surrender.

PROPORTIONAL PURCHASE RIGHTS. If For so long as PPD Persons beneficially own in the aggregate shares of Common Stock equal to or exceeding 15% of the total outstanding shares of Common Stock, if from time to time the Purchase Percentage of any PPD Person would be reduced as a result of any issuance of Common Stock by the Company or could be reduced as a result of any issuance of Convertible Securities (assuming, in the case of Convertible Securities, the conversion, exchange, exchange or exercise at such time of the all Convertible Securities to be issued in such issuance) by the Company (in either case, whether for cash, property or otherwise), the Company shall so notify the PPD Persons then owning Common Stockthen, directly or indirectly, owning Common Stock in writing not less than 60 7 days (or, if longer, the minimum period of notice given to any other person who may be granted proportional purchase rights to acquire Common Stock in the future) prior to the proposed date of any such issuance and shall offer to sell to each such PPD Person, and, if such offer is accepted in writing by such PPD Person (x) if such issuance is made pursuant to an underwriting or private placement purchase agreement, the day such agreement is executed (it being understood that the Company will give each such PPD Person at least four Business Day's prior notice of such date of execution) or (y) if such issuance is not made pursuant to such an agreement, the fifth Business Day prior to the proposed date of such issuance, the Company shall sell to each such PPD Person, that number of shares of Common Stock or the number or amount of Convertible Securities to be issued which would result in the Purchase Percentage of such PPD Person immediately after such issuance equaling the Purchase Percentage of such PPD Person in effect immediately prior to such issuance (assuming, in the case of Convertible Securities, the conversion, exchange or exercise at such time of all Convertible Securities to be issued in such issuance), or any lesser amount of Common Stock or Convertible Securities to be issued in such issuance as may be designated by the PPD Person, in either case at a price per share or other trading unit of such Common Stock or Convertible Securities, as the case may be, to be received by the Company in such issuance, less any underwriting discounts and commissions, and otherwise on the same terms as may be applicable to such issuance; PROVIDEDprovided, HOWEVERhowever, that this Section 4.1 shall not be applicable to the issuance of shares of Common Stock in or Convertible Securities pursuant to grants under the Initial Public Offering (but shall be applicable Company's stock option, stock incentive and other compensatory plans or the issuance of Common Stock or Convertible Securities pursuant to any issuance of the shares reserved for issuance pursuant to the over-allotment option in connection with the Initial Public Offering)merger, acquisition or similar transaction."

PROPORTIONAL PURCHASE RIGHTS. If from time to time the Purchase Percentage of any PPD Person would be reduced as a result of any issuance of Common Stock by the Company or could be reduced as a result of any issuance of Convertible Securities (assuming, in the case of Convertible Securities, the conversion, exchange, or exercise at such time of the all Convertible Securities to be issued in such issuance) by the Company (in either case, whether for cash, property or otherwise), the Company shall so notify the PPD Persons then owning Common Stock, directly or indirectly, in writing not less than 60 days prior to the proposed date of any such issuance and shall offer to sell to each such PPD Person, and, if such offer is accepted in writing by such PPD Person (x) if such issuance is made pursuant to an underwriting or private placement purchase agreement, the day such agreement is executed (it being understood that the Company will give each such PPD Person at least four Business Day's prior notice of such date of execution) or (y) if such issuance is not made pursuant to such an agreement, the fifth Business Day prior to the proposed date of such issuance, the Company shall sell to each such PPD Person, that number of shares of Common Stock or the number or amount of Convertible Securities to be issued which would result in the Purchase Percentage of such PPD Person immediately after such issuance equaling the Purchase Percentage of such PPD Person in effect immediately prior to such issuance (assuming, in the case of Convertible Securities, the conversion, exchange or exercise at such time of all Convertible Securities to be issued in such issuance), or any lesser amount of Common Stock or Convertible Securities to be issued in such issuance as may be designated by the PPD Person, in either case at a price per share or other trading unit of such Common Stock or Convertible Securities, as the case may be, to be received by the Company in such issuance, less any underwriting discounts and commissions, and otherwise on the same terms as may be applicable to such issuance; PROVIDED, HOWEVER, that this Section 4.1 shall not be applicable to the issuance of shares of Common Stock in the Initial Public Offering (but shall be applicable to any issuance of the shares reserved for issuance pursuant to the over-allotment option in connection with the Initial Public Offering).