Common use of Sale of New Securities Clause in Contracts

Sale of New Securities. If at any time after the date of this Agreement the Company proposes to issue or sell any Common Stock or any other class or series of equity securities of the Company (collectively, “New Securities”) to any Person, the Company shall first offer to sell to the Purchaser that number of New Securities that would allow the Purchaser to maintain its pro rata ownership in the Company after the sale of all New Securities (with pro rata ownership being calculated on a fully-diluted basis including all outstanding shares of Common Stock and any other outstanding class or series of equity securities of the Company, all outstanding options and warrants and all other outstanding securities convertible into or exercisable for equity securities of the Company). In order to exercise its purchase rights hereunder, the Purchaser must, within thirty (30) days after receipt of written notice from the Company describing in reasonable detail the New Securities being offered, the purchase price thereof, the payment terms and the percentage of the New Securities available to the Purchaser (the “Preemptive Rights Notice”), deliver a written notice to the Company describing its election to exercise its purchase rights hereunder. If the Purchaser elects not to purchase any New Securities or fails to deliver written notice of exercise to the Company within the foregoing thirty (30) day period, the Company shall be entitled to sell all or any portion of such New Securities to any third party purchaser during the one hundred twenty (120) days period following the date of the Preemptive Rights Notice on terms no more favorable to such third party purchaser than those offered to the Purchaser in the Preemptive Rights Notice. Any New Securities to be sold by the Company to any Person after such 120-day period must be reoffered to the Purchaser pursuant to the terms of this Section 6.

Sale of New Securities. (a) If at any time after the date of this Agreement the Company proposes to issue or sell any Common Stock or any other class or series of equity securities Majority of the Company (collectively, “New Securities”) Series A Shareholders fail to any Personexercise the Right of Participation within the Issuance Notice Period, the Company shall first offer have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the Purchaser that number sale of New Securities that would allow covered by the Purchaser to maintain its pro rata ownership in the Company after the sale of all New Securities (with pro rata ownership being calculated on a fully-diluted basis including all outstanding shares of Common Stock and any other outstanding class or series of equity securities of the CompanyIssuance Notice shall be closed, all outstanding options and warrants and all other outstanding securities convertible into or exercisable for equity securities of the Company). In order to exercise its purchase rights hereunder, the Purchaser mustif at all, within thirty (30) days after receipt the date of written notice from the Company describing in reasonable detail such agreement) to allot and issue the New Securities being offeredSecurities, at a price and upon general terms no more favorable to the purchase price thereof, the payment terms and the percentage subscriber of the New Securities available to than specified in the Purchaser (the “Preemptive Rights Issuance Notice”), deliver a written notice to the Company describing its election to exercise its purchase rights hereunder. If the Purchaser elects not number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate is less the aggregate number of New Securities that the Series A Shareholders are entitled to purchase any as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities or fails to deliver written notice of exercise to covered by the Company Issuance Notice shall be closed, if at all, within the foregoing thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Majority of the Series A Shareholders elect to subscribe in the aggregate and the aggregate number of New Securities that the Series A Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall be entitled to sell all not thereafter allot or issue any portion of such New Securities without first offering the New Securities to any third party purchaser during holders of the one hundred twenty Series A Shares in the manner provided above. (120b) If the Lead Series B Shareholder fails to exercise the Right of Participation within the Issuance Notice Period, the Company shall have sixty (60) days period following thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such agreement) to allot and issue the Preemptive Rights Notice on New Securities, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. If the number of New Securities which the Lead Series B Shareholder elects to subscribe in the aggregate is less the aggregate number of New Securities that the Series B Shareholders are entitled to purchase as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at all, within thirty (30) days after the date of such third party purchaser than those offered agreement) to allot and issue up to such number of the New Securities as equal to the Purchaser difference between the number of New Securities which the Lead Series B Shareholder elects to subscribe in the Preemptive Rights aggregate and the aggregate number of New Securities that the Series B Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. Any In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall not thereafter allot or issue any New Securities without first offering the New Securities to be sold by holders of the Company to any Person after such 120-day period must be reoffered to Series B Shares in the Purchaser pursuant to the terms of this Section 6manner provided above.

Sale of New Securities. If (a) In the event an Investor or a Capital Shareholder or Dongguan Huarong BVI fails to exercise its right of participation within the Issuance Notice Period and subject to the other Investors’, Capital Shareholders’ and Dongguan Huarong BVI’s Oversubscription Rights, the Company shall have 90 days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by the Issuance Notice shall be closed, if at any time all, within 60 days after the date of this Agreement the Company proposes to issue or sell any Common Stock or any other class or series of equity securities of the Company (collectively, “New Securities”that agreement) to any Person, the Company shall first offer to sell to the Purchaser that number of New Securities that would allow the Purchaser to maintain its pro rata ownership in the Company after the sale of all New Securities (with pro rata ownership being calculated on a fully-diluted basis including all outstanding shares of Common Stock and any other outstanding class or series of equity securities of the Company, all outstanding options and warrants and all other outstanding securities convertible into or exercisable for equity securities of the Company). In order to exercise its purchase rights hereunder, the Purchaser must, within thirty (30) days after receipt of written notice from the Company describing in reasonable detail the New Securities being offeredin respect of which the Investors’, the purchase Capital Shareholders’ and Dongguan Huarong BVI’s rights were not exercised, at a price thereof, the payment terms and the percentage of the New Securities available to the Purchaser (the “Preemptive Rights Notice”), deliver a written notice to the Company describing its election to exercise its purchase rights hereunder. If the Purchaser elects not to purchase any New Securities or fails to deliver written notice of exercise to the Company within the foregoing thirty (30) day period, the Company shall be entitled to sell all or any portion of such New Securities to any third party purchaser during the one hundred twenty (120) days period following the date of the Preemptive Rights Notice on upon general terms no more favorable to such third party the purchaser of the New Securities than those offered to the Purchaser specified in the Preemptive Rights Issuance Notice. Any In the event the Company has not sold the New Securities within this 90-day period (or issued and sold New Securities in accordance with the foregoing within 60 days from the date of the agreement), the Company shall not thereafter issue or sell any New Securities without first offering the New Securities to be sold by each Investor and each Capital Shareholder and Dongguan Huarong BVI in the Company manner provided above. (b) As a condition precedent to any Person after issuance of New Securities under this Section 4.3, such 120-day period must purchaser shall (i) execute a deed of adherence to this Agreement agreeing that a number of New Securities in such issuance purchased by it shall be reoffered treated as Class A Restricted Securities, Class B Restricted Securities or Class D Restricted Shares, as the case may be in the manner set forth in Section 4.2(b) above and (ii) become subject to the Purchaser pursuant obligations applicable to the terms Class A Restricted Shares, Class B Restricted Shares and Class D Restricted Shares under this Agreement. Any issuance of New Securities in violation of this Section 64.3(b) shall be null and void ab initio.

Sale of New Securities. If at any time after the date Majority Series A Preferred Shareholders fail to exercise the Right of this Agreement Participation within the Company proposes to issue or sell any Common Stock or any other class or series of equity securities of the Company (collectively, “New Securities”) to any PersonIssuance Notice Period, the Company shall first offer have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the Purchaser that number sale of New Securities that would allow covered by the Purchaser to maintain its pro rata ownership in the Company after the sale of all New Securities (with pro rata ownership being calculated on a fully-diluted basis including all outstanding shares of Common Stock and any other outstanding class or series of equity securities of the CompanyIssuance Notice shall be closed, all outstanding options and warrants and all other outstanding securities convertible into or exercisable for equity securities of the Company). In order to exercise its purchase rights hereunder, the Purchaser mustif at all, within thirty (30) days after receipt the date of written notice from the Company describing in reasonable detail such agreement) to allot and issue the New Securities being offeredSecurities, at a price and upon general terms no more favorable to the purchase price thereof, the payment terms and the percentage subscriber of the New Securities available to than specified in the Purchaser (the “Preemptive Rights Issuance Notice”), deliver a written notice to the Company describing its election to exercise its purchase rights hereunder. If the Purchaser elects not number of New Securities which the Majority Series A Preferred Shareholders elect to subscribe in the aggregate is less the aggregate number of New Securities that the Series A Preferred Shareholders are entitled to purchase any as stated in the Issuance Notice, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities or fails to deliver written notice of exercise to covered by the Company Issuance Notice shall be closed, if at all, within the foregoing thirty (30) days after the date of such agreement) to allot and issue up to such number of the New Securities as equal to the difference between the number of New Securities which the Majority Series A Preferred Shareholders elect to subscribe in the aggregate and the aggregate number of New Securities that the Series A Preferred Shareholders are entitled to purchase as stated in the Issuance Notice, at a price and upon general terms no more favorable to the subscriber of the New Securities than specified in the Issuance Notice. In the event the Company has not allotted and issued the New Securities within this ninety (90) day period, the Company shall be entitled to sell all not thereafter allot or issue any portion of such New Securities without first offering the New Securities to any third party purchaser during the one hundred twenty (120) days period following the date holders of the Preemptive Rights Notice on terms no more favorable to such third party purchaser than those offered to the Purchaser Series A Preferred Shares in the Preemptive Rights Notice. Any New Securities to be sold by the Company to any Person after such 120-day period must be reoffered to the Purchaser pursuant to the terms of this Section 6manner provided above.