Common use of Participation Commitment Clause in Contracts

Participation Commitment. Each Person desiring to accept the offer contained in the Participation Notice shall send an irrevocable commitment (each, a “Participation Commitment”) to the Directors within 10 Business Days after the effectiveness (in accordance with Section 1.1.1) of the Participation Notice specifying the number (not in any event to exceed the product of such Person’s Participation Portion multiplied by the aggregate number of Subject Securities to be included in the Issuance) or proportion (not in any event to exceed such Person’s Participation Portion) of Subject Securities which such Person desires to be issued (each such Person, a “Participating Buyer”). Each Person that received a Participation Notice that has not so accepted such offer, or that does not comply with Section 1.1.5 (in either case, a “Non-Participating Member”), shall be deemed to have waived all of such Person’s rights with respect to the Issuance under this Section 1.1, and the Directors, on behalf of the Company, shall thereafter, without any further obligation to any Non-Participating Member under this Section 1.1, be free to offer and issue the remaining Subject Securities that were originally offered to any Non-Participating Member that is a Preference Shareholder in such Issuance to the Participating Buyers that are Preference Shareholders pro rata based on the ratio of their respective Participation Portions to the aggregate Participation Portion of all Preference Shareholders on terms (including price per share) not more favorable than the terms set forth in the Participation Notice until there shall be no unsubscribed Subject Securities. If, prior to consummation of such proposed Issuance, the terms of such proposed Issuance shall change with the result that the price shall be less than the price set forth in the Participation Notice or in a way that materially affects the non-economic terms of the proposed Issuance (in favor of the purchasers of the proposed Issuance), the Directors shall be obligated to issue a new Participation Notice and comply again with the terms and provisions of this Section 1.1, prior to consummating such Issuance; provided, however, that in the case of such a new Participation Notice, each applicable period to which reference is made in this Section 1.1 shall be the longer of (a) the remaining portion of the 10 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) five Business Days.

Participation Commitment. Each Person holder of Units desiring to accept the offer contained in the Participation Notice shall will send an irrevocable commitment (each, a “Participation Commitment”) to the Directors Company within 10 fifteen (15) Business Days after the effectiveness (in accordance with Section 1.1.113.2) of the Participation Notice specifying the number (not in any event to exceed the product of such Person’s the Participation Portion multiplied by the aggregate aggregated number of Subject Securities to be included securities in the Issuance) or proportion (not in any event to exceed such Person’s the Participation Portion) of Subject Securities which such Person holder desires to be issued (each such Personeach, a “Participating Participation Buyer”). Each Person that received a Participation Notice that holder of Units which has not so accepted such offer, or that does not comply with Section 1.1.5 (in either case13.6, a “Non-Participating Member”), shall will be deemed to have waived all of such Personholder’s rights with respect to the Issuance under this Section 1.1Article 13, and the Directors, on behalf Company will thereafter be free to issue the Subject Securities in such Issuance to the Prospective Subscribers and any Participating Buyers at a price not less than 90% of the Company, shall thereafterprice set forth in the Participation Notice, without any further obligation to any Nonsuch non-Participating Member accepting holders under this Section 1.1, be free to offer and issue the remaining Subject Securities that were originally offered to any Non-Participating Member that is a Preference Shareholder in such Issuance to the Participating Buyers that are Preference Shareholders pro rata based on the ratio of their respective Participation Portions to the aggregate Participation Portion of all Preference Shareholders on terms (including price per share) not more favorable than the terms set forth in the Participation Notice until there shall be no unsubscribed Subject SecuritiesArticle 13. If, prior to consummation of such proposed Issuanceconsummation, the terms of such proposed Issuance shall will change with the result that the price shall will be less than 90% of the price set forth in the Participation Notice or in Notice, it will be necessary for a way that materially affects the non-economic terms of the proposed Issuance (in favor of the purchasers of the proposed Issuance), the Directors shall be obligated to issue a new separate Participation Notice to be furnished, and comply again with the terms and provisions of this Section 1.1Article 13 separately complied with, prior in order to consummating consummate such IssuanceIssuance pursuant to this Article 13; provided, however, that in the case of such a new separate Participation Notice, each applicable period to which reference is made in this Section 1.1 shall Article 13 will be the longer of (a) the remaining portion of the 10 15 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) five (5) Business Days.

Participation Commitment. Each Person Member desiring to accept the offer contained in the Participation Notice shall (each, a “Participation Buyer”) will send an irrevocable commitment (each, a “Participation Commitment”) to the Directors Company within 10 Business Days twenty (20) business days after the effectiveness (in accordance with Section 1.1.113.7(b)) of the Participation Notice specifying the number (not in any event to exceed the product of such Person’s Participation Portion multiplied by the aggregate number of Subject Securities to be included in the Issuance) or proportion (not in any event to exceed such Person’s Participation Portion) of Subject New Securities which such Person Participation Buyer desires to be issued (each including the number of such Person, a “Participating Buyer”New Securities that such Participation Buyer would purchase if one or more other Members do not elect to purchase their full Participation Portion). Each Person that received a Participation Notice that Member which has not so accepted such offer, or that does not comply with Section 1.1.5 (in either case, a “Non-Participating Member”), shall offer will be deemed to have waived all of such Personholder’s rights with respect to the Issuance under this Section 1.113.7, and the Directors, Company will thereafter be free to issue the New Securities in such Issuance to the Prospective Subscribers and any Participating Buyers at the same price and otherwise on behalf of the Company, shall thereaftersame terms and conditions set forth in the Participation Notice, without any further obligation to any Nonsuch non-Participating Member accepting Members under this Section 1.113.7. If one or more Members do not elect to purchase their respective Participation Portions of the New Securities, then any remaining New Securities shall be free to offer and issue the remaining Subject allocated among all Participation Buyer that have indicated in their Participation Commitment a number of New Securities that were originally offered to any Non-Participating Member that is a Preference Shareholder in such Issuance to the Participating Buyers that are Preference Shareholders pro rata based on the ratio excess of their respective Participation Portions (pro rata based on their respective Participation Portions of those who wish to purchase remaining New Securities) until (x) each Participation Buyer has been allocated the aggregate maximum number of New Securities that such Participation Portion of all Preference Shareholders on terms (including price per share) not more favorable than the terms set forth Buyer has indicated in the its Participation Notice until there shall be no unsubscribed Subject Securities. If, prior to consummation of such proposed Issuance, the terms of such proposed Issuance shall change with the result that the price shall be less than the price set forth in the Participation Notice or in a way that materially affects the non-economic terms of the proposed Issuance (in favor of the purchasers of the proposed Issuance), the Directors shall be obligated to issue a new Participation Notice and comply again with the terms and provisions of this Section 1.1, prior to consummating such Issuance; provided, however, that in the case of such a new Participation Notice, each applicable period to which reference is made in this Section 1.1 shall be the longer of (a) the remaining portion of the 10 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance Commitment or (by) five Business Daysall New Securities have been allocated to Participation Buyers.

Participation Commitment. Each Person holder of Units desiring to accept the offer contained in the Participation Notice (each a “Participating Buyer”) shall send an irrevocable commitment (each, each a “Participation Commitment”) to the Directors Company within 10 five (5) Business Days after the effectiveness (in accordance with Section 1.1.1) delivery of the Participation Notice specifying the number amount of Subject Securities (not in any event to exceed the product of such Personholder’s Participation Portion multiplied by of the aggregate number total amount of Subject Securities to be included in the Issuance) or proportion which such holder desires to be issued. Each Participating Member that elects to purchase one hundred percent (not in any event to exceed such Person’s 100%) of Participation Portion) Portion of the total amount of Subject Securities which such Person desires to be issued included in the Issuance (each such Personeach, a “Participating BuyerFully Exercising Member”) may, in its Participation Commitment, elect to purchase or acquire, in addition to its Participation Portion, a portion of the Subject Securities, if any, for which other Members were entitled to subscribe but that are not subscribed for by such Member(s). The amount of such overallotment that each Fully Exercising Member shall be entitled to purchase shall be equal to the quotient determined by dividing (1) the total number of Units then held by such Fully Exercising Member by (2) the total number of Units then held by all Fully Exercising Members who wish to purchase such unsubscribed portion of the Subject Securities. Each Person that received a Participation Notice that has not so accepted such offer, or that holder of Units which does not comply accept such offer in accordance with this Section 1.1.5 (in either case, a “Non-Participating Member”), 9.2 shall be deemed to have waived all of such Personholder’s rights under this ARTICLE IX with respect to the Issuance under this Section 1.1such Issuance, and the DirectorsCompany shall thereafter (except as provided in Section 9.3) be free to issue the Subject Securities in such Issuance to the Prospective Subscribers and any Participating Buyers, on behalf at a price not less than ninety-five percent (95%) of the Company, shall thereafterprice set forth in the Participation Notice and on other terms not materially more favorable in the aggregate to the Prospective Subscribers and the Participating Buyers than those set forth in the Participation Notice, without any further obligation to any Nonsuch non-Participating Member accepting holders under this Section 1.1, be free to offer and issue the remaining Subject Securities that were originally offered to any Non-Participating Member that is a Preference Shareholder in such Issuance to the Participating Buyers that are Preference Shareholders pro rata based on the ratio of their respective Participation Portions to the aggregate Participation Portion of all Preference Shareholders on terms (including price per share) not more favorable than the terms set forth in the Participation Notice until there shall be no unsubscribed Subject SecuritiesARTICLE IX. If, prior to consummation of such proposed Issuanceconsummation, the terms of such proposed Issuance shall change with the result that the price shall be less than ninety-five percent (95%) of the price set forth in the Participation Notice or in a way that materially affects the non-economic other terms of the Issuance shall be materially more favorable to the Prospective Subscribers and the Participating Buyers than those set forth in the Participation Notice, or the number of Subject Securities proposed Issuance to be issued to the Prospective Subscribers increases by more than five percent (in favor 5%) of the purchasers number of Subject Securities set forth in the proposed Issuance)Participation Notice, the Directors it shall be obligated to issue necessary for a new separate Participation Notice to be furnished, and comply again with the terms and provisions of this Section 1.1ARTICLE IX separately complied with, prior in order to consummating consummate such Issuance; provided, however, that in the case of such a new Participation Notice, each applicable period Issuance pursuant to which reference is made in this Section 1.1 shall be the longer of (a) the remaining portion of the 10 Business Day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) five Business DaysARTICLE IX.