Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities, the Company shall give notice to each Major Holder of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the “Offer Notice”). Within ten (10) business days after receipt of the Offer Notice, each Major Holder shall notify the Company whether such Major Holder desires to purchase its pro rata share of the Equity Securities so offered. At the expiration of such ten (10) business day period, the Company shall promptly give notice to each Major Holder that elects to purchase all the shares available to it (each, a “Fully Exercising Holder”) of any other Major Holder’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Holders as a result of any of the Major Holders failing to so elect (“Additional Shares”). During the five (5) business day period commencing after the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Holder bears to the Common Equivalents then held by all Fully Exercising Holders who wish to purchase such Additional Shares. If a Major Holder notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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Notice; Exercise of Right. Prior to any sale or issuance by the Company or the applicable Significant Subsidiary of any Equity Securities, the Company shall give notice to each Major Holder Investor of its intention to sell and issue such Equity Securities, setting forth the class, series and number of shares of such Equity Securities (or other applicable type of Equity Securities) and the terms under which it proposes to make such sale (the “Offer Notice”). Within ten twenty (1020) business days after receipt of the Offer Notice, each Major Holder Investor shall notify the Company whether such Major Holder Investor desires to purchase its pro rata share share, or any part thereof, of the Equity Securities so offered. At the expiration of such ten twenty (1020) business day period, the Company shall promptly give notice to each Major Holder Investor that elects to purchase all the shares available to it (each, a “Fully Exercising HolderInvestor”) of any other Major HolderInvestor’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Holders as a result of any of the Major Holders failing to so elect Investors (“Additional Shares”). During the five ten (510) business day period commencing after the Company has given such notice, each Fully Exercising Holder Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Holder Investor bears to the Common Equivalents then held by all Fully Exercising Holders Investors who wish to purchase such Additional Shares, which allocation step shall be repeated until all Additional Shares are allocated or until each Fully Exercising Investor elects not to purchase any more Additional Shares. If a Major Holder an Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the CompanyCompany or the applicable Significant Subsidiary, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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