Common use of Sale to Subject Purchaser Clause in Contracts

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.2, or (ii) the expiration of the 20-day or 5-day period referred to in Section 2.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The With respect to sales pursuant to Section 9.12(a)(i), to the extent other Stockholders do not elect to purchase all of the New Securities, the Company may sell to the Subject Purchaser all of the New Securities not so purchased by the Preemptive Rightholders pursuant to this Section 2.2 9.12 on terms and conditions that are no not materially more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) 90 days following of the earlier to occur of (ia) the waiver by the Preemptive Rightholders respective Stockholders of their option to purchase the New Securities or Excess New Securities pursuant to Section 2.2, or and (iib) the expiration of the 20-day or 515-day period referred to in Section 2.29.12(b). If such sale is not consummated within such 90-90 day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of such New Securities may be made thereafter by the Company without again offering the same to the Holders in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period9.12.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2(b), or and (ii) the expiration of the 20-day or 5-day 20‑day period referred to in Section 2.24.2(b). If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-90 day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-90 day period.

Sale to Subject Purchaser. The Unless all of the New ------------------------- Securities are purchased pursuant to Section 4.2, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders Stockholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract -------- ------- entered into within ninety three (903) days following months of the earlier to occur of (i) the waiver by all of the Preemptive Rightholders Stockholders of their option to purchase New Securities or Excess all of the New Securities pursuant to Section 2.2, or 4.2 and (ii) the expiration of the 20-day or 5-day period referred later to in Section 2.2occur of the Virgin Exercise Period and the Stockholder Exercise Period. If such sale is not consummated within such 90-day three (3) month period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance issue and sale purchase pursuant to this Section 2.4 4.4 shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Unless all of the New Securities ------------------------- are purchased pursuant to Section 4.2, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, -------- ------- that such sale is bona fide and made pursuant to a contract entered into within ninety six (906) days following months of the earlier to occur of (ia) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess the New Securities pursuant to Section 2.2, or 4.2 and (iib) the expiration of the 20-day or 530-day period referred to in Section 2.24.2. If such sale is not consummated within such 906-day month period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Rightholders in accordance with this Section 24. The closing of any issuance issue and sale to the Subject Purchaser pursuant to this Section 2.4 4.4 shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The If the Preemptive Rightholders do not elect to purchase all of the New Securities available to them under Section 4.2, the Company may sell to the Subject Purchaser all of the New Securities not so purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided. If, howeverfor any reason, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.2, or (ii) the expiration of the 20-day or 5-day period referred to in Section 2.2. If such sale is not consummated within 120 days of the date upon which the New Issuance Notice is given or if the principal terms of such 90-day period for sale change such that the terms are more favorable in any reasonmaterial respect to the Subject Purchaser than those in the New Issuance Notice, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Preemptive Rightholder in accordance with this Section 2Article IV. The closing of any issuance issue and sale purchase of New Securities pursuant to this Section 2.4 4.5 shall be held at a any time (prior to the end of such 120 day period) and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to as provided in Section 2.2 8.1(b) on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such the sale is bona fide and made pursuant to a contract entered into within ninety three (903) days following months of the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase the New Securities or Excess New Securities pursuant to as provided in Section 2.2, or 8.1(b) and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.28.1(b). If such sale is not consummated within such 90-day four (4) month period for any reason, then the restrictions provided for herein in this Section 8.1 shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same New Securities in accordance with this Section 28.1. The closing New Securities Closing of any issuance issue and sale pursuant to purchase contemplated by this Section 2.4 8.1(f) shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 515-day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-90 day period.

Sale to Subject Purchaser. The Unless all of the New Securities are purchased by Rightholders pursuant to Section 4.2 and Section 4.3, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into and closed within ninety six (906) days following months of the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess all of the New Securities pursuant to Section 2.24.2.2, or and (ii) the expiration of the 20-day or 515-day period referred to in Section 2.24.3.2. If such sale is not consummated within such 90-day six (6) month period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Rightholders in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period4.

Sale to Subject Purchaser. The Company may sell to the Subject ------------------------- Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, -------- however, that such sale is bona fide and made pursuant to a contract entered ------- into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.2, or (ii) the expiration of the 20-day or 5-day period referred to in Section 2.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The Unless all of the New Securities ------------------------- are purchased pursuant to Section 4.2, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, -------- ------- that such sale is bona fide and made pursuant to a contract entered into within ninety (90) 90 days following of the earlier to occur of (ia) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess the New Securities pursuant to Section 2.2, or 4.2 and (iib) the expiration of the 20-day or 530-day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Rightholders in accordance with this Section 24. The closing of any issuance issue and sale to the Subject Purchaser pursuant to this Section 2.4 4.4 shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into consummated within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The To the extent other Stockholders do not elect to purchase all of the New Securities pursuant to this Section 3.2, the Company may sell to the Subject Purchaser all of the New Securities not so purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no not materially more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) 90 days following of the earlier to occur of (ia) the waiver by the Preemptive Rightholders respective Stockholders of their option to purchase the New Securities or Excess New Securities pursuant to Section 2.2, or and (iib) the expiration of the 20-day or 515-day period referred to in Section 2.23.2.2. If such sale is not consummated within such 90-90 day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of such New Securities may be made thereafter by the Company without again offering the same to the Stockholders in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period3.2.

Sale to Subject Purchaser. The Unless all of the New Securities are purchased pursuant to Section 4.2 or Section 4.3, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preferred Stockholders pursuant to Section 4.2 or the Preemptive Rightholders pursuant to Section 2.2 4.3 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety six (906) days following months of the earlier to occur of (i) the notice or waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess the New Securities pursuant to Section 2.2, or 4.3 and (ii) the expiration of the 20-day or 515-day period referred to in Section 2.24.3. If such sale is not consummated within such 90-day period 30 days of the contract date referred to above for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance issue and sale purchase pursuant to this Section 2.4 4.5 shall be held at a the time and place as the parties to the transaction may agree within such 90-day period.agree. 21 18

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.2, or 4.2 and (ii) the expiration of the 20-day or 515-day period referred to in Section 2.24.2. If such sale is not consummated within such ninety (90-) day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 3(b) on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.23(b)(ii), or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.23(b)(ii). If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 23. The closing of any issuance and sale purchase pursuant to this Section 2.4 3(d) shall be held at a time and place as the parties to the transaction may agree within such 90-90 day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 Sections 4.2 and 4.3 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that that, such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day period or 5the 10-day period period, as the case may be, referred to in Section 2.24.2. If such sale is not consummated within 90 days after such 90-day period contract has been entered into for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety sixty (9060) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2. If such sale is not consummated within such 9060-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-60 day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 9.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; providedPROVIDED, howeverHOWEVER, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days three months following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.29.2, or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.29.2. If such sale is not consummated within such 90-day three month period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 29. The closing of any issuance and sale purchase pursuant to this Section 2.4 9.4 shall be held at a time and place as the parties Company and the Subject Purchaser may agree, subject to the transaction may agree within such 90-day periodconsent of the participating Preemptive Rightholders, which consent shall not be unreasonably withheld or delayed.

Sale to Subject Purchaser. The Company Unless all of the New Securities are ------------------------- purchased pursuant to Section 10(a), the Corporation may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 10(a) on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, -------- however, that such sale is bona fide and made pursuant to a contract entered ------- into within ninety (90) 90 days following of the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess the New Securities pursuant to Section 2.2, or 10(a) and (ii) the expiration of the 20-day or 530-day period referred to in Section 2.210(a). If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company Corporation without again offering the same to the Rightholders in accordance with this Section 210. The closing of any issuance issue and sale to the Subject Purchaser pursuant to this Section 2.4 10(d) shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety sixty (9060) days Business Days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 5-day ten (10) Business Day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day sixty (60) Business Day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day sixty (60) Business Day period.

Sale to Subject Purchaser. The Unless all of the New Securities are purchased pursuant to Section 5.2 or Section 5.3, the Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive New Issuance Rightholders pursuant to Section 2.2 5.3 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety six (906) days following months of the earlier to occur of (ia) the waiver by the Preemptive New Issuance Rightholders of their option to purchase New Securities or Excess all of the New Securities pursuant to Section 2.2, 5.2 or Section 5.3 and (iib) the expiration of the 20-day or 515-day period referred to in Section 2.25.3. If such sale is not consummated within such 90-day six (6) month period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 25. The closing of any issuance issue and sale purchase pursuant to this Section 2.4 5.6 shall be held at a the time and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide tide and made pursuant to a contract entered into consummated within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2, or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2(b), or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2(b). If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 24. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-90 day period.

Sale to Subject Purchaser. The If the Preemptive Rightholders do not elect to purchase all of the New Securities pursuant to Section 5.2, the Company may sell to the Subject Purchaser all of the New Securities not so purchased by the Preemptive Rightholders pursuant to Section 2.2 5.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following after the earlier to occur of (ia) the waiver (or deemed waiver) by the Preemptive Rightholders of their option to purchase the New Securities or Excess New Securities pursuant to Section 2.2, or and (iib) the expiration of the 20-day or 515-day period referred to in Section 2.25.2. If such sale is not consummated within one hundred twenty (120) days after the execution and delivery of such 90-day period contract for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Preemptive Rightholders in accordance with this Section 2. Article V. The closing of any issuance issue and sale purchase of New Securities pursuant to this Section 2.4 5.5 shall be held at a any time (prior to the expiration of such one hundred twenty (120) day period) and place as the parties to the transaction may agree within such 90-day periodagree.

Sale to Subject Purchaser. The Company may sell to ------------------------- the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a -------- ------- contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.2, or (ii) the expiration of the 20-day or 5-day period referred to in Section 2.2. If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 2. The closing of any issuance and sale pursuant to this Section 2.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.

Sale to Subject Purchaser. The Company may sell to the Subject Purchaser all of the New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.2 4.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days following the earlier to occur of (i) the waiver by the all Preemptive Rightholders of their option to purchase New Securities or Excess New Securities pursuant to Section 2.24.2(b), or and (ii) the expiration of the 20-day or 5-day period referred to in Section 2.24.2(b). If such sale is not consummated within such 90-day period for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 2Article IV. The closing of any issuance and sale purchase pursuant to this Section 2.4 4.4 shall be held at a time and place as the parties to the transaction may agree within such 90-day period.