Subscription Rights. Except for any sale or issuance of Equity Securities or debt securities pursuant to a Permitted Issuance, if the Company authorizes the issuance or sale of any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) the quotient determined by dividing (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered Securities proposed to issued; provided that notwithstanding anything contained herein to the contrary, (x) if the Company is issuing more than one class or type of securities of the Company or any of its Subsidiaries together as a unit, then any Eligible Stockholder who elects to purchase any class or type of such securities pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered Securities.
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Subscription Rights. Except for So long as Ciba has the right to designate any sale or issuance of Equity Securities or debt securities Investor Directors pursuant to a Permitted IssuanceSection 2.01, if the Company authorizes Board of Directors shall authorize the issuance or sale of New Securities to any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice Person (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) the quotient determined by dividing (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered any New Securities proposed issued to issued; provided that notwithstanding anything contained herein to the contraryofficers, (x) if the Company is issuing more than one class employees or type of securities directors of the Company or any of its Subsidiaries together as pursuant to any employee stock offering, plan or arrangement in compliance with Section 2.04(b) and (ii) Ciba or its Affiliates (other than the Subsidiaries of the Company)), then, prior to each such issuance of New Securities, the Company shall offer to Ciba a unitPro Rata Share of such New Securities. Any offer of New Securities made to Ciba under this Section 3.01 shall be made by notice in writing (the "Subscription Notice") at least 5 days prior to the date on which the meeting of the Board of Directors is held to authorize the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Ciba and the terms of such New Securities, then any Eligible Stockholder who (ii) the consideration (or manner of determining the consideration by reference to the market price), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to Ciba in compliance with the provisions of this Section 3.01 and (iv) the proposed date of issuance of such New Securities. Not later than 20 days after such Board of Directors meeting authorizing such issuance is held, Ciba shall notify the Company in writing whether it elects to purchase all or any class or type portion of such securities the New Securities offered to Ciba pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder Subscription Notice. If Ciba shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to Ciba by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to third parties (except that, if such New Securities are issued for consideration other than cash, Ciba shall pay the Fair Market Value thereof). If, for any reason, the issuance of New Securities to third parties is not consummated, Ciba's right to its Pro Rata Share of such issuance shall lapse, subject to Ciba's ongoing subscription right with respect to issuances of New Securities at later dates or times.
Appears in 1 contract
Samples: Governance Agreement (Chiron Corp)
Subscription Rights. Except for So long as Purchaser has not sold more than 1,000,000 Shares (as adjusted to reflect any sale or issuance of Equity Securities or debt securities pursuant stock splits, stock dividends and similar recapitalizations) (other than sales to a Permitted IssuanceAffiliates), if the Company authorizes proposes the issuance or sale of any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice New Securities (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered any New Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) the quotient determined by dividing issued (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered Securities proposed to issued; provided that notwithstanding anything contained herein to the contraryofficers, (x) if the Company is issuing more than one class employees, directors, consultants or type of securities advisors of the Company or any of its Subsidiaries together as pursuant to any employee stock offering, plan or arrangement, (ii) in connection with any acquisition of another corporation by the Company by merger, purchase of all or substantially all of such corporation's assets or other reorganization (iii) in connection with Pharmaceutical Alliances, (iv) in connection with Research and Development Funding Transactions, (v) in connection with equipment leasing or equipment financing arrangements, to the Person who leased or financed such equipment and (vi) to Purchaser or its Affiliates) then, prior to each such issuance of New Securities, the Company shall offer to Purchaser a unitPro Rata Share of such New Securities. Any offer of New Securities made to Purchaser under this Section 3.1 shall be made by notice in writing (the "Subscription Notice"). The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, then any Eligible Stockholder who (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to Purchaser in compliance with the provisions of this Section 3.1 and (iv) the proposed date of issuance of such New Securities. Not later than 20 Business Days after its receipt of a Subscription Notice, Purchaser shall notify the Company in writing whether it elects to purchase all or any class or type portion of such securities the New Securities offered to Purchaser pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder Subscription Notice. If Purchaser shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to any other Person. If, for any reason, the issuance of such New Securities is not consummated, Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times.
Appears in 1 contract
Samples: Investment Agreement (Millennium Pharmaceuticals Inc)
Subscription Rights. (a) Except for any sale or issuance of Equity Securities or debt securities pursuant to a Permitted Issuance, if the Company authorizes the issuance or sale of any of its Equity Securities or any Equity Securities of any of its Subsidiaries (the “Offered Securities”) to any WCAS Investor, the Company shall promptly deliver to each Eligible other Stockholder a notice (the “Rights PR Notice”) of its intention to sell or otherwise issue Offered Equity Securities setting forth a description and the type and number of such Offered the Equity Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Equity Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered Equity Securities and such determination shall constitute the price at which such Offered Equity Securities will be offered for purposes of the Rights PR Notice and this Article IXSection 10. Upon receipt of the Rights PR Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights PR Notice, a portion of such Offered Equity Securities equal to the product of (ai) the quotient determined by dividing (i1) the number of Stockholder Shares held by such Eligible Stockholder (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) by (ii2) the aggregate number of Stockholder Shares then held by all Eligible Stockholders (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) multiplied by (bii) the number of Offered Securities proposed to issued; provided provided, that notwithstanding anything contained herein to the contrary, (x) if the Company is issuing more than one class or type Equity Securities together as a unit with the issuance of any debt securities of the Company or any of its Subsidiaries together as a unitSubsidiaries, then any Eligible Stockholder who elects to purchase any class or type of such securities Equity Securities pursuant to this Article IX Section 10 must also purchase a corresponding proportion of all such other Offered Securitiesdebt securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (yPR Notice. The right of purchase provided to each Stockholder in this Section 10(a) no Eligible Stockholder shall have any right not apply to purchase Offered Securities the issuance of Common Stock to the WCAS Investors pursuant to a Rights Notice or this Article IX if neither the WCAS SRS nor S elect to purchase any Offered SecuritiesPurchase Right as contemplated by Section 11 herein.
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Subscription Rights. Except for any sale or issuance So long as the Investor has the right to designate a representative to serve on the Board of Equity Securities or debt securities Directors pursuant to a Permitted IssuanceSection 3.24(b), if the Company authorizes Board of Directors shall authorize the issuance of New Securities to any Person after the Closing and prior to the consummation of an underwritten initial public offering of the Common Stock (other than any New Securities issued to (i) officers, employees or sale directors of the Company pursuant to any Offered employee stock offering, plan or arrangement approved by the Company's Board of Directors, (ii) any person or entity in connection with a corporate partnering or license agreement, joint venture arrangement, or other transaction in which the issuance of New Securities is incidental to or coincident with the Company's establishment of a business relationship with such person or entity (a "Partnering Transaction"), or (iii) Novartis or its affiliates), then prior to each such issuance of New Securities, the Company shall promptly deliver offer to each Eligible Stockholder the Investor a Pro Rata Share of such New Securities. Any offer of New Securities made to the Investor under this Section 9.7 shall be made by notice in writing (the “Rights "Subscription Notice”") at least 10 calendar days prior to the date on which the meeting of its intention the Board of Directors is held to sell or otherwise issue Offered Securities setting authorize the issuance of such New Securities. The Subscription Notice shall set forth a description and (i) the type and number of such Offered New Securities and any other securities proposed to be issued or sold to Persons other than the Investor and the proposed purchase price and terms of salesuch New Securities, (ii) the consideration, if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Investor in compliance with the provisions of this Section 9.7 and (iv) the proposed date of issuance of such New Securities. Not later than 20 days after such Board of Directors meeting authorizing such issuance is held, the Investor shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Investor pursuant to the Subscription Notice. If the Offered Investor shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Investor by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to be offered third parties (except that, if such New Securities are issued for property consideration other than cash, the Board Investor shall make a good faith determination pay the Fair Market Value thereof). If, for any reason, the issuance of New Securities to third parties is not consummated, the fair market value Investor's right to its Pro Rata Share of the property proposed to be received for such Offered Securities and such determination issuance shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Noticelapse, subject to the proviso Investor's ongoing subscription right with respect to issuances of New Securities at the end later dates or times. Notwithstanding any other provision of this sentenceAgreement, each Eligible Stockholder if the Board of Directors shall have authorize the right issuance of New Securities to elect any Person prior to purchasethe Closing and prior to the consummation of an underwritten initial public offering of the Common Stock (other than any New Securities issued to (i) officers, at employees or directors of the price Company pursuant to any employee stock offering, plan or arrangement approved by the Company's Board of Directors, (ii) any person or entity in connection with a Partnering Transaction, or (iii) Novartis or its affiliates), the Company shall be obligated to offer to the Investor, in accordance with the terms, conditions and on the terms and conditions stated procedures set forth in the Rights Noticeforegoing provisions of this Section 9(b), a portion Pro Rata Share of such Offered New Securities as though the Investor were then the owner of all of the Shares. Notwithstanding the foregoing, in the event that the Company issues New Securities in connection with a Partnering Transaction, the Company shall, simultaneously with or promptly after such Partnering Transaction, offer to the Investor, for the same purchase price, a number of securities of the same class (and, where applicable, the same series) as such New Securities equal to the product of (aA) the quotient determined by dividing Investor's Pro Rata Share (expressed as a percentage) and (B) the sum of (i) the number of Stockholder Shares held by such Eligible Stockholder by New Securities and (ii) the aggregate number represented by the Investor's Pro Rata Share of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number such New Securities. The Investor shall have 20 days following its receipt of Offered Securities proposed such offer within which to issued; provided that notwithstanding anything contained herein deliver a notice of acceptance to the contraryCompany. If the Investor elects to accept the offer, (x) if the closing of the transaction shall take place on the tenth business day following such acceptance, or on such other date as may be mutually agreed upon by the Company is issuing more than one class or type of securities of and the Company or any of its Subsidiaries together as a unit, then any Eligible Stockholder who elects to purchase any class or type of such securities pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered SecuritiesInvestor.
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Subscription Rights. Except for So long as Purchaser has not sold more than 500,000 Shares (as adjusted to reflect any sale or issuance of Equity Securities or debt securities pursuant stock splits, stock dividends and similar recapitalizations) (other than sales to a Permitted IssuanceAffiliates), if the Company authorizes proposes the issuance or sale of any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice New Securities (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered any New Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) the quotient determined by dividing issued (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered Securities proposed to issued; provided that notwithstanding anything contained herein to the contraryofficers, (x) if the Company is issuing more than one class employees, directors, consultants or type of securities advisors of the Company or any of its Subsidiaries together as pursuant to any employee stock offering, plan or arrangement, (ii) in connection with any acquisition of another corporation by the Company by merger, purchase of all or substantially all of such corporation's assets or other reorganization (iii) in connection with Pharmaceutical Alliances, (iv) in connection with Research and Development Funding Transactions, (v) in connection with equipment leasing or equipment financing arrangements, to the Person who leased or financed such equipment and (vi) to Purchaser or its Affiliates) then, prior to each such issuance of New Securities, the Company shall offer to Purchaser a unitPro Rata Share of such New Securities. Any offer of New Securities made to Purchaser under this Section 3.1 shall be made by notice in writing (the "Subscription Notice"). The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, then any Eligible Stockholder who (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to Purchaser in compliance with the provisions of this Section 3.1 and (iv) the proposed date of issuance of such New Securities. Not later than 20 Business Days after its receipt of a Subscription Notice, Purchaser shall notify the Company in writing whether it elects to purchase all or any class or type portion of such securities the New Securities offered to Purchaser pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder Subscription Notice. If Purchaser shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to any other Person. If, for any reason, the issuance of such New Securities is not consummated, Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times.
Appears in 1 contract
Samples: Investment Agreement (Millennium Pharmaceuticals Inc)
Subscription Rights. Except for So long as Purchaser has the right to designate any sale or issuance of Equity Securities or debt securities Investor Directors pursuant to a Permitted IssuanceSection 4.01, if the Company authorizes Board of Directors shall authorize the issuance or sale of any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice New Securities for cash (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered any New Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) the quotient determined by dividing issued (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered Securities proposed to issued; provided that notwithstanding anything contained herein to the contraryofficers, (x) if the Company is issuing more than one class employees or type of securities directors of the Company or any of its Subsidiaries together as pursuant to any employee stock offering, plan or arrangement currently in effect or approved by a unitmajority of the Investor Directors, then (ii) in connection with any Eligible Stockholder who acquisition transaction, (iii) in any public offering registered under the Securities Act or in any financing transaction in which sales or resales are effected through Rule 144A or Regulation S under the Securities Act or any successor or comparable provisions thereto and (iv) to Purchaser or its Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to Purchaser a Pro Rata Share of such New Securities. Any offer of New Securities made to Purchaser under this Section 5.01 shall be made by notice in writing (the "Subscription Notice") at least 10 Business Days prior to the date on which the meeting of the Board of Directors is held to authorize the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to Purchaser in compliance with the provisions of this Section 5.01 and (iv) the proposed date of issuance of such New Securities. Not later than 20 Business Days after its receipt of a Subscription Notice, Purchaser shall notify the Company in writing whether it elects to purchase all or any class or type portion of such securities the New Securities offered to Purchaser pursuant to this Article IX must also purchase a corresponding proportion of all such other Offered Securities, all at the proposed purchase price and on terms of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder Subscription Notice. If Purchaser shall have any right to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase any Offered such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to third parties. If, for any reason, the issuance of New Securities to third parties is not consummated, Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times.
Appears in 1 contract
Samples: Investment Agreement (Itt Corp /Nv/)
Subscription Rights. Except for any sale or issuance of Equity Securities or debt securities pursuant to a Permitted Issuance, if the Company authorizes the issuance or sale of any Offered Securities, the Company shall promptly deliver to each Eligible Stockholder a notice (the “Rights Notice”) of its intention to sell or otherwise issue Offered Securities setting forth a description and the type and number of such Offered Securities and any other securities proposed to be issued or sold and the proposed purchase price and terms of sale. If the Offered Securities are to be offered for property other than cash, the Board shall make a good faith determination of the fair market value of the property proposed to be received for such Offered Securities and such determination shall constitute the price at which such Offered Securities will be offered for purposes of the Rights Notice and this Article IX. Upon receipt of the Rights Notice, subject to the proviso at the end of this sentence, each Eligible Stockholder shall have the right to elect to purchase, at the price and on the terms and conditions stated in the Rights Notice, a portion of such Offered Securities equal to the product of (a) In the quotient determined by dividing (i) the number of Stockholder Shares held by such Eligible Stockholder by (ii) the aggregate number of Stockholder Shares then held by all Eligible Stockholders multiplied by (b) the number of Offered Securities proposed to issued; provided that notwithstanding anything contained herein to the contrary, (x) if event the Company is issuing more desires to issue, in a transaction exempt from registration under the Securities Act, any new shares of Class A Stock (or any securities convertible into, exercisable for, or exchangeable for Class A Stock) other than one class securities issued to any director, employee or type consultant of securities of or to the Company or any of its Subsidiaries together as a unitpursuant to an equity-incentive plan approved by the Board and securities issued in connection with stock splits, then any Eligible Stockholder who elects to purchase any class or type stock dividends, in-kind equity distributions, recapitalizations and stockholders’ rights plans (collectively, “New Securities,” and, deemed for purposes of this Section 9, Offered Stock), the Company shall first provide written notice of such securities pursuant desire to this Article IX must also purchase issue the Offered Stock to each Stockholder at least ten (10) days prior to such proposed issuance, which notice shall set forth a corresponding proportion description of all the Offered Stock, the price and terms upon which the Company proposes to issue the Offered Stock, the number of shares of Offered Stock equal to such other Offered Securities, all at Stockholder’s Proportionate Share and the proposed aggregate purchase price and on terms therefor (the “New Securities Initial Notice”). Upon receipt of sale as specified in the applicable Rights Notice and (y) no Eligible Stockholder New Securities Initial Notice, the Stockholders shall each have any right the right, but not the obligation, to purchase Offered Securities pursuant to a Rights Notice or this Article IX if neither WCAS SRS nor S elect to purchase a number of shares, up to each Stockholder’s Proportionate Share, of the Offered Stock (the “New Securities Initial Election Right”), by giving notice of such election to the Company and each other Stockholder within five (5) days from the receipt of the New Securities Initial Notice (the “New Securities Initial Election Period”). In the event that any Stockholder does not exercise his, her or its New Securities Initial Election Right within the New Securities Initial Election Period, then such Stockholder shall be deemed to have irrevocably waived his, her or its right to elect to purchase shares of Offered SecuritiesStock during the New Securities Initial Election Period and during the subsequent New Securities Secondary Election Period.
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