Common use of Preemptive Notice Clause in Contracts

Preemptive Notice. (a) If securities are issued pursuant to an Eligible Offering, the Company shall give written notice (a “Preemptive Notice”) thereof to each Investor Stockholder. The Preemptive Notice shall: (1) specify the security or securities issued, the purchasers, the date of issuance (which date shall not be more than fifteen (15) days prior to the date of delivery of the Preemptive Notice), the consideration that the Company received therefor and all other material terms and conditions of such issuance, and (2) contain an offer to sell to each Investor Stockholder at the same price and for the same consideration paid or to be paid by the purchaser, an amount sufficient for such Investor Stockholder to maintain its Pro Rata Portion prior to the issuance in the Eligible Offering. (b) For a period of ten (10) Business Days following the delivery of such Preemptive Notice, each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or part of the securities described therein. To the extent that elections pursuant to this Section 4.03 shall not be made with respect to any offered securities within such ten-Business Day period, then the Company shall not be obligated to issue to such Investor Stockholder such securities for which such Investor Stockholder has elected not to purchase. In the event that any such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice the securities that such Investor Stockholder has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to purchase such securities (subject to delay for satisfaction of any Conditions); provided that in no event shall such securities be purchased by an electing Investor Stockholder prior to the issuance of the securities in the Eligible Offering triggering such Preemptive Notice. (c) The Company shall in respect of any issuance of securities required to be issued pursuant to this Section 4.03 effect such increases in the authorized securities of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing any securities pursuant to this Section 4.03 but shall not be in violation of the provisions hereof by reason of failure to so comply; provided, that it uses commercially reasonable efforts to so comply.

Preemptive Notice. (a) If Each time the Company proposes to issue or sell any shares of, or securities are issued convertible into or exercisable or exchangeable for any shares of, its Capital Stock (“Additional Stock”) pursuant to an Eligible Offering, the Company shall give deliver a written notice (a “Preemptive Notice”) thereof to each Investor StockholderStockholder that is an accredited investor within the meaning of Regulation D under the 1933 Act at least 20 days prior to the consummation of such Eligible Offering. The Preemptive Notice shall: (1i) specify state the security or securities issuedCompany’s bona fide intention to offer such Additional Stock; (ii) state the number and class of shares of such Additional Stock to be offered; (iii) state the price and terms upon which it proposes to offer such Additional Stock, including the purchasers, proposed purchaser and the date of issuance (which date shall not be more than fifteen (15) days prior to the date of delivery of the Preemptive Notice), the consideration that the Company received therefor and all other material terms and conditions of such issuance, issuances; and (2iv) contain an offer to sell to each Investor such Stockholder at the same price and for the same consideration paid or to be paid by purchasers in the purchaserEligible Offering, an amount sufficient for such Investor Stockholder to maintain its Pro Rata Portion of the Company’s Capital Stock prior to the issuance in of Capital Stock pursuant to the Eligible Offering. (b) For a period of ten (10) Business Days 15 days following the delivery of such Preemptive Notice, each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or part of the securities described therein. Upon the expiration of the above-mentioned 15-day period, the Company shall notify each Stockholder that has elected to purchase securities pursuant to this Section 4.05 (such Stockholder, an “Electing Stockholder”) of any securities for which a Stockholder has elected not to purchase pursuant to such Eligible Offering (the “Remaining Securities”). Upon receipt of such notification, each Electing Stockholder shall have three days to indicate to the Company its intention to purchase such Electing Stockholder’s Pro Rata Portion of the Remaining Securities. To the extent that elections pursuant to this Section 4.03 4.05 shall not be made with respect to any offered securities within such ten15-Business Day day period, then the Company shall not be obligated to issue to such Investor Stockholder such securities for which such Investor Stockholder has elected not to purchase. In the event that any such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice the securities that such Investor Stockholder has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to purchase such securities (subject to delay for satisfaction of any Conditions); provided that in no event shall such securities be purchased by an electing Investor Stockholder prior to at the issuance same time as the consummation of the securities in the Eligible Offering triggering such Preemptive NoticeOffering. (c) The Company Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 4.03 effect 4.05 take all such actions required to amend the certificate of incorporation of the Company to provide for such increases in the authorized securities Capital Stock of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing any securities pursuant to this Section 4.03 but 4.05 and shall not be in violation of the provisions hereof by reason of failure to so complysuch compliance; provided, that it uses commercially reasonable efforts to so comply. (d) The terms “Stockholder” and “Electing Stockholder”, as used in this Section 4.05 in the case of Ares, shall mean Ares and the Co-Investors as a group; provided, that for purposes of determining whether a Stockholder is an accredited investor within the meaning of Regulation D under the 1933 Act, each of Ares and the Co-Investors shall be treated as separate Stockholders.

Preemptive Notice. (a) If securities are issued pursuant to an Eligible Offering, the The Company shall give deliver a written notice (a “Preemptive Notice”) thereof to each Investor StockholderStockholder at least twenty (20) calendar days prior to the consummation of each Eligible Offering. The Preemptive Notice shall: (1) specify state the security or securities issued, number and class of shares of such Capital Stock of the purchasers, Company (“Additional Stock”) to be offered; (2) state the price and terms upon which the Additional Stock will be offered (including the proposed date of issuance (which date shall not be more than fifteen (15) days prior to and the date of delivery identity of the Preemptive Noticeproposed purchasers), the consideration that the Company received therefor and all other material terms and conditions of such issuance, ; and (23) contain an offer to sell to each Investor Stockholder such Stockholder, on the same terms and at the same price and for the same consideration paid or to be paid by purchasers in the purchaserEligible Offering (provided, that if the purchasers will pay non-cash consideration, the Stockholder shall be entitled, in lieu thereof, to pay cash in an amount equal to the Fair Market Value of such non-cash consideration), an amount of Additional Stock sufficient for such Investor Stockholder to maintain its Pro Rata Portion of the Company’s Capital Stock prior to the issuance in the Eligible Offering. (b) For a period of ten fifteen (1015) Business Days calendar days following the delivery of such Preemptive Notice, each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or part of the securities Additional Stock described therein. Upon the expiration of the above-mentioned 15-calendar day period, the Company shall notify each Stockholder that has elected to purchase securities pursuant to this Section 4.04 (each such Stockholder, an “Electing Stockholder”) of any securities for which a Stockholder has elected not to purchase pursuant to such Eligible Offering (the “Remaining Securities”). Upon receipt of such notification, each Electing Stockholder shall have five (5) business days to notify the Company of its intention to purchase such Electing Stockholder’s Pro Rata Portion of the Remaining Securities. To the extent that elections pursuant to this Section 4.03 4.04 shall not be made with respect to any offered securities within such ten15-Business Day calendar day period, then the Company shall not be obligated to issue to such Investor Stockholder such securities for which such Investor Stockholder has elected not to purchase. In the event that If any such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice Notice, the securities Additional Stock that such Investor Stockholder has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to purchase such securities (subject to delay for satisfaction of any Conditions); provided that in no event shall such securities be purchased by an electing Investor Stockholder prior to purchase, at the issuance same time as the consummation of the securities in the Eligible Offering triggering such Preemptive NoticeOffering. (c) If a Stockholder does not exercise its preemptive rights, then the Company shall be permitted to proceed with the proposed issuance of Capital Stock specified in the Preemptive Notice to the extent not purchased by another Stockholder. The Company shall in respect have 30 days after the expiration of any issuance of securities required the deadline to be issued pursuant respond to this Section 4.03 effect the Preemptive Notice to consummate such increases proposed issuance, at a price not less than the price specified in the authorized securities of Preemptive Notice and on other terms not less favorable to the Company as may than those terms set forth in the Preemptive Notice, before the provisions of this section shall again be necessary in effect with respect to permit any such issuance. . (d) The Company shall comply with any all applicable securities laws Laws before issuing any securities pursuant to this Section 4.03 but 4.04 and shall not be in violation of the provisions hereof by reason of failure to so comply; provided, that it uses commercially reasonable efforts to so complysuch compliance.

Preemptive Notice. (a) If securities are issued pursuant to an Eligible Offering, the Company shall give written notice (a “Preemptive Notice”) thereof to each Investor Stockholder. The Preemptive Notice shall: (1) specify the security or securities issued, the purchasers, the date of issuance (which date shall not be more than fifteen (15) days prior to the date of delivery of the Preemptive Notice), the consideration that the Company received therefor and all other material terms and conditions of such issuance, and (2) contain an offer to sell to each Investor Stockholder at the same price and for the same consideration paid or to be paid by the purchaser, an amount sufficient for such Investor Stockholder to maintain its Pro Rata Portion of Common Stock prior to the issuance in the Eligible Offering. (b) For a period of ten (10) Business Days following the delivery of such Preemptive Notice, each such Investor Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or part of the securities described therein. To the extent that elections pursuant to this Section 4.03 shall not be made with respect to any offered securities within such ten-Business Day period, then the Company shall not be obligated to issue to such Investor Stockholder such securities for which such Investor Stockholder has elected not to purchase. In the event that any such offer is accepted by any Investor Stockholder, the Company shall sell to such Investor Stockholder, and such Investor Stockholder shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice the securities that such Investor Stockholder has elected to purchase within ten (10) Business Days of such Investor Stockholder’s election to purchase such securities (subject to delay for satisfaction of any Conditions); provided that in no event shall such securities be purchased by an electing Investor Stockholder prior to the issuance of the securities in the Eligible Offering triggering such Preemptive Notice. (c) The Company shall in respect of any issuance of securities required to be issued pursuant to this Section 4.03 effect such increases in the authorized securities of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing any securities pursuant to this Section 4.03 but and shall not be in violation of the provisions hereof by reason of failure to so complysuch compliance; provided, that it uses commercially reasonable efforts to so comply.