Common use of Additional Issuance Notices Clause in Contracts

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.07(a) to the Preemptive Members within ten (10) days following the Board’s approval of such issuance or sale. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of New Securities proposed to be issued; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; (iii) the proposed purchase price per share of New Securities and all other material terms of the offer or sale; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other Members ledger of the Company indicating the Preemptive Members’ holdings of Units in a manner that enables each Preemptive Member to calculate its Preemptive Pro Rata Portion of any New Securities.

Additional Issuance Notices. The If the Company desires to issue Additional Company Shares, the Company shall give written notice (an “Issuance Notice”) of any the proposed issuance or sale of New Securities described in Section 3.07(a) to the Preemptive Members each Pre-emptive Stockholder within ten seven (107) days following any meeting of the Board’s approval of Directors at which any such issuance or salesale is approved. The Issuance Notice shall, if applicable, shall be accompanied by a written offer to purchase such Additional Company Shares from any each prospective purchaser seeking to purchase the applicable New Securities of such Additional Company Shares (each, a “Prospective Pre-emptive Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) i. The identity of each Pre-emptive Purchaser, if known, and the number aggregate amount and a description of New Securities the Additional Company Shares proposed to be issuedissued and the percentage of the Company Shares that such issuance would represent; (ii) . the proposed issuance date, which subject to Section 4.03(g), shall be at least twenty thirty (2030) days from the date of the Issuance Notice; (iii) . the proposed purchase price per share of New Securities and all other material terms Company Share of the offer or saleAdditional Company Shares and the form of such purchase price if other than cash; and (iv) . if the consideration to be paid by the Prospective any Pre-emptive Purchaser includes non-cash consideration, the Fair Market Value Directors’ good faith determination of the fair market value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other Members ledger statement of the Company indicating Shares ownership of each stockholder of the Preemptive Members’ holdings Company and a calculation in reasonable detail as to each Pre-emptive Stockholder’s pro rata share of Units in a manner that enables each Preemptive Member to calculate its Preemptive Pro Rata Portion of any New Securitiesthe Additional Company Shares.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.07(a9.01(a) to the Preemptive Pre- emptive Members within ten one (101) days Business Day following any meeting of the Board’s approval of Managing Member at which any such issuance or salesale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; (iii) the proposed purchase price per share of New Securities and all other material terms unit of the offer or saleNew Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-non- cash consideration, the Managing Member’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other Members ledger of the Company indicating the Preemptive Members’ holdings of Units in a manner that enables each Preemptive Member to calculate its Preemptive Pro Rata Portion of any New Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.07(a9.01(a) to the Preemptive Preferred Members within ten five (105) days Business Days following any meeting of the Board’s approval of Board at which any such issuance or salesale is approved and, if required, once approved under Section 4.06. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a fully diluted basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per share of New Securities and all other material terms Unit of the offer or saleNew Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other the Members ledger of the Company Schedule indicating the Preemptive Members’ holdings of Units in a manner that enables each Preemptive Member to calculate its Preemptive such Member’s Pro Rata Portion of any New Securities.