Common use of Rights to Purchase Clause in Contracts

Rights to Purchase. (a) In the event a Majority in Interest of the Stockholders desires to issue any New Shares, the Company shall first deliver to each Stockholder (each such Stockholder being referred to in this Section 5 as a “New Share Offeree”) a written notice (the “Notice of Proposed Issuance”) specifying in reasonable detail the total number of such New Shares which the Company then desires to issue (the “Offered New Shares”), the preferences, powers, rights and privileges of such Offered New Shares, the price per share for the Offered New Shares and the proposed purchaser(s) of such Offered New Shares (collectively, the “Proposed Purchasers”; individually, a “Proposed Purchaser”), and stating that the New Share Offerees shall have the right to purchase the Offered New Shares in the manner specified in this Section 5.1 at the price and in accordance with the terms and conditions specified in such Notice of Proposed Issuance. (b) During the twenty (20) day period commencing on the date on which the Notice of Proposed Issuance has been delivered to all of the New Share Offerees (the “Twenty Day Period”), the New Share Offerees shall have the option to purchase Offered New Shares at the price and pursuant to the terms specified in the Notice of Proposed Issuance. Each New Share Offeree electing to purchase Offered New Shares must give written notice of such election to the Company during such Twenty Day Period. Each New Share Offeree shall have the right to purchase that number of the Offered New Shares as shall be equal to the total number of the Offered New Shares multiplied by such New Share Offeree’s Proportionate Share at the date the Notice of Proposed Issuance is given. If, at the termination of such Twenty Day Period any New Share Offeree shall not have delivered a notice to the Company exercising such New Share Offeree’s right to purchase Offered New Shares, such New Share Offeree shall be deemed to have waived all of its rights under this Section 5 with respect to the purchase of such Offered New Shares. (c) If each New Share Offeree does not elect to purchase its full proportionate share of any Offered New Shares pursuant to Section 5.1(b) during the Twenty Day Period applicable to such Offered New Shares, then the Company shall, within two (2) Business Days after the expiration of such Twenty Day Period, send written notice to those New Share Offerees who fully exercised their options within such Twenty Day Period (the “Exercising Buyers”), indicating the number of remaining Offered New Shares. Each Exercising Buyer shall have an additional option to purchase all or any part of the balance of such remaining Offered New Shares. To exercise such option, an Exercising Buyer must deliver notice of such additional exercise to the Company within five (5) Business Days after receipt of such notice from the Company stating the number of such remaining Offered New Shares such Exercising Buyer elects to purchase. In the event the Exercising Buyers in the aggregate exercise such option for a total number of remaining Offered New Shares in excess of the number available, such Offered New Shares will be allocated as follows: first, each Exercising Buyer who elects to purchase a number of additional Offered New Shares which is less than the number of additional Offered New Shares multiplied by the Allocation Ratio applicable to such Exercising Buyer, will purchase the amount of such Offered New Shares such Exercising Buyer has elected to purchase; and second, the remaining Offered New Shares will be allocated among the Exercising Buyers who have exercised their option pursuant to this Section 5.1(c) in proportion to their respective Allocation Ratios. (d) The Company shall have the right, until the expiration of one hundred eighty (180) days commencing on the first day immediately following the expiration of the option period provided in Section 5.1(c) with respect to such Offered New Shares, to issue the remaining Offered New Shares to the Proposed Purchaser(s) at a price not less than, and on other terms and conditions no more favorable to the Proposed Purchaser(s) than, the price and other terms and conditions specified in the Notice of Proposed Issuance. If for any reason the Offered New Shares are not issued within such period and at such price and on such terms and conditions, the right to issue such Offered New Shares in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered New Shares.

Rights to Purchase. (a) In the event a Majority in Interest of the Stockholders desires to issue any New Shares, the Company shall first deliver to each Stockholder (each such Stockholder being referred to in this Section 5 as a “New Share Offeree”) a written notice (the “Notice of Proposed Issuance”) specifying in reasonable detail the total number of such New Shares which the Company then desires to issue (the “Offered New Shares”), the preferences, powers, rights and privileges of such Offered New Shares, the price per share for the Offered New Shares and the proposed purchaser(s) of such Offered New Shares (collectively, the “Proposed Purchasers”; individually, a “Proposed Purchaser”), and stating that the New Share Offerees The Lessee shall have the right upon notice as provided herein to purchase the Offered New Shares in Aircraft (A) on the manner specified in this Section 5.1 EBO Date for a price equal to the EBO Amount; (B) upon the termination of the Basic Term for a price equal to the then Fair Market Sales Value of the Aircraft; or (C) at the end of any Renewal Term for a price equal to the then Fair Market Sales Value of the Aircraft in each case as long as no Event of Default of the type referred to in Section 16(f), (g) or (h) hereof -33- shall have occurred and in accordance with the terms and conditions specified in such Notice of Proposed Issuance. (b) During the twenty (20) day period commencing be continuing on the date on which the Notice of Proposed Issuance has been delivered to all of the New Share Offerees (the “Twenty Day Period”), the New Share Offerees shall have the option to purchase Offered New Shares at the price and pursuant to the terms specified in the Notice of Proposed Issuance. Each New Share Offeree electing to purchase Offered New Shares must give written notice of such election to the Company during such Twenty Day Period. Each New Share Offeree shall have the right to purchase that number of the Offered New Shares as shall be equal to the total number of the Offered New Shares multiplied by such New Share Offeree’s Proportionate Share at the date the Notice of Proposed Issuance is given. If, at the termination of such Twenty Day Period any New Share Offeree shall not have delivered a notice to the Company exercising such New Share Offeree’s right to purchase Offered New Shares, such New Share Offeree shall be deemed to have waived all of its rights under this Section 5 with respect to the purchase of such Offered New Shares. (c) If each New Share Offeree does not elect to purchase its full proportionate share of any Offered New Shares pursuant to Section 5.1(b) during the Twenty Day Period applicable to such Offered New Shares, then the Company shall, within two (2) Business Days after the expiration of such Twenty Day Period, send written notice to those New Share Offerees who fully exercised their options within such Twenty Day Period (the “Exercising Buyers”), indicating the number of remaining Offered New Shares. Each Exercising Buyer shall have an additional option to purchase all or any part of the balance of such remaining Offered New Shares. To exercise such option, an Exercising Buyer must deliver notice of such additional exercise to the Company within five (5) Business Days after receipt of such notice from the Company stating the number of such remaining Offered New Shares such Exercising Buyer elects to purchase. In the event the Exercising Buyers in the aggregate exercise such option for a total number of remaining Offered New Shares in excess of the number available, such Offered New Shares will be allocated as follows: first, each Exercising Buyer who Lessee elects to purchase a number the Aircraft pursuant to clause (A) of additional Offered New Shares which is less than this Section 13(b)(i), then upon the number of additional Offered New Shares multiplied payment by the Allocation Ratio applicable Lessee of (I) the EBO Amount plus (II) the amount, if any, set forth opposite the EBO Date in Exhibit D in the column with the heading "Deferred Basic Rent Amount" plus (III) the Basic Rent, if any, payable on the EBO Date plus (IV) all unpaid Basic Rent, if any, payable before the EBO Date plus (V) all Supplemental Rent then due and payable hereunder (including any Supplemental Rent then due and payable hereunder) less (VI) the amount, if any, set forth opposite the EBO Date in Exhibit D in the column with the heading "Prepaid Basic Rent Amount", the Term shall end and the obligations of the Lessee to pay Rent hereunder (except for Supplemental Rent obligations surviving pursuant to Section 3(c), Articles 6 and 7 of the Participation Agreement or the Tax Indemnity Agreement or which have otherwise accrued but not been paid as of the date of such Exercising Buyerpayment) shall cease, will and the Lessor shall convey to the Lessee all right, title and interest of the Lessor in and to the Aircraft on an "as-is, where is" basis, without recourse or warranty except a warranty against Lessor's Liens. In the event the Lessee elects to purchase the amount Aircraft pursuant to clause (B) or (C) of this Section 13(b)(i), then upon the payment by the Lessee of the purchase price for the Aircraft and the Basic Rent, if any, payable on the date of purchase, together with all unpaid Basic Rent, if any, payable before such date and all Supplemental Rent then due and payable hereunder, the Term shall end and the obligations of the Lessee to pay Rent hereunder (except for Supplemental Rent obligations surviving pursuant to Section 3(c), Articles 6 and 7 of the Participation Agreement or the Tax Indemnity Agreement or which have otherwise accrued but not been paid as of the date of such Offered New Shares such Exercising Buyer has elected payment) shall cease, and the Lessor shall convey to purchase; and second, the remaining Offered New Shares will be allocated among the Exercising Buyers who have exercised their option pursuant to this Section 5.1(c) in proportion to their respective Allocation Ratios. (d) The Company shall have the Lessee all right, until the expiration of one hundred eighty (180) days commencing on the first day immediately following the expiration title and interest of the option period provided Lessor in Section 5.1(c) with respect to such Offered New Shares, to issue the remaining Offered New Shares and to the Proposed Purchaser(s) at Aircraft on an "as-is, where is" basis, without recourse or warranty except a price not less than, and on other terms and conditions no more favorable to the Proposed Purchaser(s) than, the price and other terms and conditions specified in the Notice of Proposed Issuance. If for any reason the Offered New Shares are not issued within such period and at such price and on such terms and conditions, the right to issue such Offered New Shares in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered New Shareswarranty against Lessor's Liens.

Rights to Purchase. (a) In the event a Majority Section 4.1 Right to Participate in Interest Certain Sales of Additional Securities. The Company agrees that it will not sell or issue any shares of capital stock of the Stockholders desires Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to issue any New Shares, purchase capital stock of the Company shall unless the Company first deliver submits a written offer to the Investors and Founder (including for all purposes of this Article IV each permitted transferee of Founder pursuant to Section 3.1(b)) identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder Investor and Founder the opportunity to purchase its Pro Rata Share (each such Stockholder being referred as hereinafter defined) of the securities (subject to in this Section 5 as a “New Share Offeree”increase for over-allotment if some Investors or Founder do not fully exercise their rights) a written notice (on terms and conditions, including price, not less favorable to the “Notice of Proposed Issuance”) specifying in reasonable detail the total number of such New Shares Investors and Founder than those on which the Company then desires proposes to issue (the “Offered New Shares”), the preferences, powers, rights and privileges sell such securities to a third party or parties. Each Investor's or Founder's "Pro Rata Share" of such Offered New Shares, securities shall be based on the price per share for ratio which the Offered New Shares shares of Common Stock held by it or him bears to all the issued and outstanding shares of Common Stock calculated on a fully-diluted basis giving effect to the proposed purchaser(s) conversion of convertible securities as of the date of such Offered New Shares (collectively, written offer. The Company's offer to the “Proposed Purchasers”; individually, Investors and Founder shall remain open and irrevocable for a “Proposed Purchaser”), period of 30 days during which time the Investors and stating that Founder may accept such offer by written notice to the New Share Offerees Company setting forth the number of shares to be purchased by any such Investor or Founder. Investors and Founder who elect to so purchase shares shall have the first right to take up and purchase any shares or other securities which other Investors or the Offered New Shares in Founder do not elect to purchase, based on the manner specified in this Section 5.1 at relative holdings of the price and in accordance with electing purchasers. Any securities so offered which are not purchased pursuant to such offer may be sold by the Company but only on the terms and conditions specified set forth in such Notice of Proposed Issuance. (b) During the twenty (20) day period commencing on initial offer to the date on which Investors and Founder, at any time within 90 days following the Notice of Proposed Issuance has been delivered to all termination of the New Share Offerees (above-referenced 30-day period. Notwithstanding the “Twenty Day Period”)foregoing, the New Share Offerees shall have the option Company may (i) issue options and shares of restricted stock to purchase Offered New Shares at the price its officers and employees with respect to up to 3,833 shares pursuant to the terms specified in Option Plan and issue shares of its Common Stock upon the Notice exercise of Proposed Issuance. Each New Share Offeree electing any such stock options, (ii) issue Conversion Shares upon conversion of the Convertible Preferred Shares, (iii) issue warrants to purchase Offered New Shares must give written notice Common Stock and shares of Common Stock upon the exercise of such election warrants to any commercial lender which is not an Affiliate of the Company or any Investor in connection with any senior loans obtained by the Company, (iv) issue shares of Common Stock pursuant to the Company during such Twenty Day Period. Each New Share Offeree shall have the right to purchase that number exercise of the Offered New Shares as shall be equal to Founder Warrant, or (v) issue shares of Common Stock or securities convertible into Common Stock in connection with the total number acquisition by the Company of the Offered New Shares multiplied by such New Share Offeree’s Proportionate Share at the date the Notice other businesses or lines of Proposed Issuance is given. Ifbusiness, at the termination of such Twenty Day Period any New Share Offeree and this Article IV shall not have delivered a notice to the Company exercising such New Share Offeree’s right to purchase Offered New Shares, such New Share Offeree shall be deemed to have waived all of its rights under this Section 5 with respect to the purchase of such Offered New Shares. (c) If each New Share Offeree does not elect to purchase its full proportionate share of any Offered New Shares pursuant to Section 5.1(b) during the Twenty Day Period applicable to such Offered New Shares, then the Company shall, within two (2) Business Days after the expiration of such Twenty Day Period, send written notice to those New Share Offerees who fully exercised their options within such Twenty Day Period (the “Exercising Buyers”), indicating the number of remaining Offered New Shares. Each Exercising Buyer shall have an additional option to purchase all or any part of the balance of such remaining Offered New Shares. To exercise such option, an Exercising Buyer must deliver notice of such additional exercise to the Company within five (5) Business Days after receipt of such notice from the Company stating the number of such remaining Offered New Shares such Exercising Buyer elects to purchase. In the event the Exercising Buyers in the aggregate exercise such option for a total number of remaining Offered New Shares in excess of the number available, such Offered New Shares will be allocated as follows: first, each Exercising Buyer who elects to purchase a number of additional Offered New Shares which is less than the number of additional Offered New Shares multiplied by the Allocation Ratio applicable to such Exercising Buyer, will purchase the amount of such Offered New Shares such Exercising Buyer has elected to purchase; and second, the remaining Offered New Shares will be allocated among the Exercising Buyers who have exercised their option pursuant to this Section 5.1(c) in proportion to their respective Allocation Ratios. (d) The Company shall have the right, until the expiration of one hundred eighty (180) days commencing on the first day immediately following the expiration of the option period provided in Section 5.1(c) apply with respect to such Offered New Shares, to issue the remaining Offered New Shares to the Proposed Purchaser(s) at a price not less than, and on other terms and conditions no more favorable to the Proposed Purchaser(s) than, the price and other terms and conditions specified in the Notice of Proposed Issuance. If for any reason the Offered New Shares are not issued within such period and at such price and on such terms and conditions, the right to issue such Offered New Shares in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered New Sharesissuances.

Rights to Purchase. (a) In Subject to the event a Majority in Interest terms and conditions of this Agreement, the obligation of the Stockholders desires Underwriters to issue any New purchase the Purchased Shares or the Additional Shares at the Closing Time or at the Option Closing Time, as the case may be, shall be several and not joint (or joint and several) and shall be equal to the percentage of the Purchased Shares or the Additional Shares, as the Company case may be, set out opposite the name of the respective Underwriters below: CIBC 31.0% Jefferies 20.0% RBC 20.0% Baird 12.0% Cowen 5.0% Canaccord 4.0% Cormark 4.0% NBF 4.0% TOTAL 100.0% (b) Subject to Section 25(d), if an Underwriter (a "Refusing Underwriter") shall first deliver fail to each Stockholder (each such Stockholder being referred to in this Section 5 purchase its applicable percentage of the Purchased Shares or the Additional Shares, as a “New Share Offeree”) a written notice the case may be (the “Notice "Defaulted Securities"), at the Closing Time or the Option Closing Time, as the case may be, the remaining Underwriters (the "Continuing Underwriters") will be entitled, at their option, to purchase, severally and not jointly (or jointly and severally), all but not less than all of Proposed Issuance”the Defaulted Securities on a pro rata basis among the Continuing Underwriters in proportion to the percentage of Purchased Shares which such Continuing Underwriters have agreed to purchase pursuant to Section 25(a) specifying or in reasonable detail any other proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) does not exceed 10% of the total number of such New Purchased Shares which or Additional Shares, as the Company then desires case may be, to issue be purchased by the Underwriters under this Agreement on the Closing Date or the Option Closing Date, as the case may be, the Continuing Underwriters will be obligated to purchase, severally and not jointly (the “Offered New Shares”or jointly and severally), the preferencesDefaulted Securities on a pro rata basis in proportion to the percentage of Purchased Shares which such Continuing Underwriters have agreed to purchase pursuant to Section 25(a) or in any other proportion agreed upon, powersin writing, rights and privileges of such Offered New Sharesby the Continuing Underwriters, the price per share for the Offered New Shares and the proposed purchaser(s) of such Offered New Shares (collectively, the “Proposed Purchasers”; individually, a “Proposed Purchaser”), and stating provided that the New Share Offerees Continuing Underwriters shall have the right to postpone the Closing Time or the Option Closing Time, as applicable, for such period not exceeding five Business Days as they shall determine and notify the Company in order that the required changes, if any, to the Final Offering Documents or to any other documents or arrangements may be effected. If the number of Defaulted Securities to be purchased by the Refusing Underwriter(s) exceeds 10% of the total number of Purchased Shares or Additional Shares, as the case may be, to be purchased by the Underwriters under this Agreement on the Closing Date or the Option Closing Date, as the case may be, the Continuing Underwriters will not be obligated to purchase the Offered New Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities, each such Continuing Underwriter shall have the right to either (i) terminate its obligations under this Agreement, or (ii) proceed with the purchase of its percentage of Purchased Shares or Additional Shares, as the case may be, as provided in Section 25(a) and, in such case, the manner specified in this Section 5.1 at Company shall sell such Purchased Shares or Additional Shares, as the price and case may be, to such Underwriter in accordance with the terms and conditions specified in such Notice of Proposed Issuance. (b) During the twenty (20) day period commencing on the date on which the Notice of Proposed Issuance has been delivered to all of the New Share Offerees (the “Twenty Day Period”), the New Share Offerees shall have the option to purchase Offered New Shares at the price and pursuant to the terms specified in the Notice of Proposed Issuance. Each New Share Offeree electing to purchase Offered New Shares must give written notice of such election to the Company during such Twenty Day Period. Each New Share Offeree shall have the right to purchase that number of the Offered New Shares as shall be equal to the total number of the Offered New Shares multiplied by such New Share Offeree’s Proportionate Share at the date the Notice of Proposed Issuance is given. If, at the termination of such Twenty Day Period any New Share Offeree shall not have delivered a notice to the Company exercising such New Share Offeree’s right to purchase Offered New Shares, such New Share Offeree shall be deemed to have waived all of its rights under this Section 5 with respect to the purchase of such Offered New Shares. (c) If each New Share Offeree does not elect to purchase its full proportionate share of any Offered New Shares pursuant to Section 5.1(b) during the Twenty Day Period applicable to such Offered New Shares, then the Company shall, within two (2) Business Days after the expiration of such Twenty Day Period, send written notice to those New Share Offerees who fully exercised their options within such Twenty Day Period (the “Exercising Buyers”), indicating the number of remaining Offered New Shares. Each Exercising Buyer shall have an additional option to purchase all or any part of the balance of such remaining Offered New Shares. To exercise such option, an Exercising Buyer must deliver notice of such additional exercise to the Company within five (5) Business Days after receipt of such notice from the Company stating the number of such remaining Offered New Shares such Exercising Buyer elects to purchase. In the event the Exercising Buyers in the aggregate exercise such option for a total number of remaining Offered New Shares in excess of the number available, such Offered New Shares will be allocated as follows: first, each Exercising Buyer who elects to purchase a number of additional Offered New Shares which is less than the number of additional Offered New Shares multiplied by the Allocation Ratio applicable to such Exercising Buyer, will purchase the amount of such Offered New Shares such Exercising Buyer has elected to purchase; and second, the remaining Offered New Shares will be allocated among the Exercising Buyers who have exercised their option pursuant to this Section 5.1(c) in proportion to their respective Allocation Ratios. (d) The Company shall have the right, until the expiration of one hundred eighty (180) days commencing on the first day immediately following the expiration of the option period provided in Section 5.1(c) with respect to such Offered New Shares, to issue the remaining Offered New Shares to the Proposed Purchaser(s) at a price not less than, and on other terms and conditions no more favorable to the Proposed Purchaser(s) than, the price and other terms and conditions specified in the Notice of Proposed Issuance. If for any reason the Offered New Shares are not issued within such period and at such price and on such terms and conditions, the right to issue such Offered New Shares in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered New SharesAgreement.