Common use of Timing of Sale Clause in Contracts

Timing of Sale. If, with respect to any Participation Notice, any Participant fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty (150) days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than the number of the Company Interests described in the Participation Notice and at a price and on terms not materially less favorable to the Company than were set forth in the Participation Notice. If, at the end of one hundred fifty (150) days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the issuance or sale of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, at a price which is at least 90% of the estimated price set forth in the Participation Notice, which price shall be deemed not to be materially less favorable to the Company than the price set forth in the Participation Notice), the Company shall again be obligated to comply with the provisions of Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed issuance or sale of the Company Interests; provided, however, that notwithstanding the foregoing, if the price at which such the Company Interests is to be sold in an underwritten offering is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants of such fact and such Participant or Participants shall be entitled to elect, by written notice delivered within two business days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 5.

Timing of Sale. If, with respect to any Participation Notice, any Participant Investor fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty (150) 120 days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than 110% of the number of shares of capital stock of the Company Interests described in the Participation Notice (plus, in the event such shares are to be sold in an underwritten public offering, an additional number of shares of capital stock of the Company, not in excess of 15% of 110% of the number of shares of capital stock of the Company described in the Participation Notice, in respect of any underwriters over allotment option) and not less than 90% of the number of shares of capital stock of the Company described in the Participation Notice at a price and on terms of not materially less favorable to than 90% of the Company than were estimated price set forth in the Participation Notice. If, at the end of one hundred fifty (150) 120 days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the sale or issuance or sale of capital stock of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, or at a price which is at least 90% of the estimated price set forth in the Participation Notice), which price shall be deemed not to be materially less favorable to the Company than the price set forth or in the Participation Notice)event of any contemplated sale or issuance within such 120-day period but outside such price parameters, the Company shall again be obligated to comply with the provisions of this Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed sale or issuance or sale of shares of capital stock of the Company InterestsCompany; provided, however, that notwithstanding the foregoing, if the price at which such the Company Interests capital stock is to be sold in an underwritten offering (or a privately placed offering in which the price is not less than 97% of the most recent closing price at the time of the pricing of the offering) is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants Investor of such fact and such Participant or Participants Investor shall be entitled to elect, by written notice delivered within two business days Business Days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 54.2.

Timing of Sale. If, with respect to any Participation Notice, any Participant fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty (150) days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than the number of the Company Interests described in the Participation Notice and at a price and on terms not materially less favorable to the Company than were set forth in the Participation Notice. If, at the end of one hundred fifty (150) days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the issuance or sale of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, at a price which is at least 90% of the estimated price set forth in the Participation Notice, which price shall be deemed not to be materially less favorable to the Company than the price set forth in the Participation Notice), the Company shall again be obligated to comply with the provisions of Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed issuance or sale of the Company Interests; provided, however, that notwithstanding the foregoing, if the price -------- ------- at which such the Company Interests is to be sold in an underwritten offering is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants of such fact and such Participant or Participants shall be entitled to elect, by written notice delivered within two business days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 5.

Timing of Sale. If, with respect to any Participation Notice, any Participant the -------------- Purchaser fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty sixty (15060) days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than 110% of the number of shares of capital stock of the Company Interests described in the Participation Notice (plus, in the event such shares are to be sold in an underwritten public offering, an additional number of shares of capital stock of the Company, not in excess of 15% of 110% of the number of shares of capital stock of the Company described in the Participation Notice, in respect of any underwriters overallotment option) and not less than 90% of the number of shares of capital stock of the Company described in the Participation Notice at a price and on terms of not materially less favorable to than 90% of the Company than were estimated price set forth in the Participation Notice. If, at the end of one hundred fifty sixty (15060) days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the sale or issuance or sale of capital stock of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, or at a price which is at least 90% of the estimated price set forth in the Participation Notice), which price shall be deemed not to be materially less favorable to the Company than the price set forth or in the Participation Notice)event of any contemplated sale or issuance within such sixty (60)-day period but outside such price parameters, the Company shall again be obligated to comply with the provisions of this Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed sale or issuance or sale of shares of capital stock of the Company InterestsCompany; provided, however, that notwithstanding the foregoing, if -------- ------- the price at which such the Company Interests capital stock is to be sold in an underwritten offering is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants Investor of such fact and such Participant or Participants Investor shall be entitled to elect, by written notice delivered within two business days three (3) Business Days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 54.1.

Timing of Sale. If, with respect to any Participation Notice, any Participant the -------------- Purchaser fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty sixty (15060) days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than 110% of the number of shares of capital stock of the Company Interests described in the Participation Notice (plus, in the event such shares are to be sold in an underwritten public offering, an additional number of shares of capital stock of the Company, not in excess of 15% of 110% of the number of shares of capital stock of the Company described in the Participation Notice, in respect of any underwriters overallotment option) and not less than 90% of the number of shares of capital stock of the Company described in the Participation Notice at a price and on terms of not materially less favorable to than 90% of the Company than were estimated price set forth in the Participation Notice. If, at the end of one hundred fifty sixty (15060) days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the sale or issuance or sale of capital stock of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, or at a price which is at least 90% of the estimated price set forth in the Participation Notice), which price shall be deemed not to be materially less favorable to the Company than the price set forth or in the Participation Notice)event of any contemplated sale or issuance within such sixty (60)-day period but outside such price parameters, the Company shall again be obligated to comply with the provisions of this Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed sale or issuance or sale of shares of capital stock of the Company InterestsCompany; provided, however, that notwithstanding the foregoing, if the price -------- ------- at which such the Company Interests capital stock is to be sold in an underwritten offering is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants Investor of such fact and such Participant or Participants Investor shall be entitled to elect, by written notice delivered within two business days three (3) Business Days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 54.1.

Timing of Sale. If, with respect to any Participation Notice, any Participant -------------- the Purchaser fails to deliver an Exercise Notice within the requisite time period, the Company shall have one hundred fifty sixty (15060) days after the expiration of the time in which the Exercise Notice is required to be delivered in which to sell or issue not more than 110% of the number of shares of capital stock of the Company Interests described in the Participation Notice (plus, in the event such shares are to be sold in an underwritten public offering, an additional number of shares of capital stock of the Company, not in excess of 15% of 110% of the number of shares of capital stock of the Company described in the Participation Notice, in respect of any underwriters overallotment option) and not less than 90% of the number of shares of capital stock of the Company described in the Participation Notice at a price and on terms of not materially less favorable to than 90% of the Company than were estimated price set forth in the Participation Notice. If, at the end of one hundred fifty sixty (15060) days following the expiration of the time in which the Exercise Notice is required to be delivered, the Company has not completed the sale or issuance or sale of capital stock of the Company Interests in accordance with the terms described in the Participation Notice (or, in the case of the price, or at a price which is at least 90% of the estimated price set forth in the Participation Notice), which price shall be deemed not to be materially less favorable to the Company than the price set forth or in the Participation Notice)event of any contemplated sale or issuance within such sixty (60)-day period but outside such price parameters, the Company shall again be obligated to comply with the provisions of this Section 5.2 with respect to, and provide Participants with the opportunity to participate in, any proposed sale or issuance or sale of shares of capital stock of the Company InterestsCompany; provided, however, that notwithstanding the -------- ------- foregoing, if the price at which such the Company Interests capital stock is to be sold in an underwritten offering is not at least 90% of the estimated price set forth in the Participation Notice, the Company may inform such Participant or Participants Investor of such fact and such Participant or Participants Investor shall be entitled to elect, by written notice delivered within two business days three (3) Business Days following receipt of such notice from the Company, to participate in such offering in accordance with the provisions of this Section 54.1.