Common use of Subscription Right Clause in Contracts

Subscription Right. (a) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into or exchangeable for equity securities) of the Company to any Person, except for issuances (1) personally and not directly or indirectly to the BC Investors, to any director, employee, or consultant of or to the Company or any of its subsidiaries pursuant to an option plan or any benefit plan, in each case approved by the Board, (2) issued pursuant to a stock split, subdivision, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of any equity interests then outstanding, (3) pursuant to a public offering (to persons other than BC Investors or their Affiliates), (4) convertible debt securities or fixed rate preferred stock sold in an underwritten offering to persons other than BC Investors or Silver Lake (or their Affiliates) or (5) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board of Directors (with the affirmative vote of the Silver Lake Director) then, the Company shall: (i) give written notice setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issued; and (D) such other information as the Shareholders may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each Shareholder a portion of the Proposed Securities equal to their pro rata share, based on their aggregate equity ownership in the Company, including, without limitation, for purposes of this calculation all shares of Common Stock outstanding on a fully diluted basis (the “Subscription Right”). (iii) Notwithstanding the foregoing, the Company shall not issue any Proposed Equity Security at less than fair market value, as determined by the Board in good faith, except upon exercise of options or convertible securities where the exercise price or the conversion price was at or above fair market value at the time of issuance, as determined by the Board in good faith. (b) Each Shareholder must exercise its Subscription Right hereunder within five (5) business days after receipt of such notice from the Company. If all of the Proposed Securities offered to the Shareholders are not fully subscribed by the Shareholders, the remaining Proposed Securities will be reoffered to the Shareholders purchasing their full allotment upon the terms set forth in this Section 3.04(a), until all such Proposed Securities are fully subscribed for or until all the Shareholders have subscribed for all such Proposed Securities which they desire to purchase, except that the Shareholders must exercise their purchase rights within five (5) business days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, the Shareholder must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering and reoffering periods described above, the Company will be free to sell such Proposed Securities that the Shareholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Shareholder. Any Proposed Securities offered or sold by the Company after such 90 day period must be reoffered to the Shareholders pursuant to this Section 3.04. (d) The election by a Shareholder not to exercise its Subscription Rights under this Section 3.04 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed offer or reoffer. Any sale of such securities by the Company without first giving the Shareholders the rights described in this Section 3.04 shall be void and of no force or effect.

Subscription Right. (a) If at any time after the date hereofhereof and prior to the date that the Company’s Common Stock has been (i) registered under Section 12 of the Exchange Act and (ii) either listed on the New York Stock Exchange or the Nasdaq Global Market (formerly the Nasdaq National Market), the Company proposes to issue equity securities of any kind (for purposes of this Section 4.9, the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into or exchangeable for equity securities) of the Company to any Person, except for issuances (1other than the issuance of securities (i) personally and not directly or indirectly to the BC Investorspublic in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (ii) pursuant to any the acquisition of another Person by the Company, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, (iii) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other director, employeemanagement or employee equity program, whether for a group or consultant individual, (iv) to vendors and customers of and consultants to the Company unless they are issued in consideration for goods or services provided to the Company or any of its subsidiaries pursuant to an option plan or any benefit plan, in each case approved for purchasing services provided by the Board, (2) issued pursuant to a stock split, subdivisionCompany, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of any equity interests then outstanding, (3v) pursuant to a public offering (the indemnification provisions of Section 5 of this Agreement, Section 5 of the Securities Purchase Agreement, dated as of November 10, 2004, or Section 5 of the Securities Purchase Agreement, dated as of July 22, 2005, each among the Company and the investor parties to persons other than BC Investors or their Affiliatessuch Securities Purchase Agreement), (4) convertible debt securities or fixed rate preferred stock sold in an underwritten offering then, as to persons other than BC Investors or Silver Lake (or their Affiliates) or (5) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board of Directors (with the affirmative vote of the Silver Lake Director) theneach Investor, the Company shall: (i) give written notice setting forth in reasonable detail (A1) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B2) the price and other terms of the proposed sale of such securities; (C3) the amount of such securities proposed to be issued; and (D4) such other information as the Shareholders Investors may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each Shareholder such Investor a portion of the Proposed Securities equal to their pro rata sharea percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, based on their aggregate equity ownership in by (y) the Company, including, without limitation, for purposes total number of this calculation all shares of Common Stock outstanding on a fully diluted basis (the “Subscription Right”). (iii) Notwithstanding the foregoingi.e., the Company shall not issue any Proposed Equity Security at less than fair market valueincluding for purposes of calculating outstanding shares, as determined by the Board in good faithall shares of Common Stock underlying all outstanding warrants, except upon exercise of options or other rights to acquire Common Stock and all outstanding securities exchangeable or convertible securities where the exercise price or the conversion price was at or above fair market value at the time of issuance, as determined by the Board in good faithinto Common Stock). (b) Each Shareholder such Investor must exercise his or its Subscription Right purchase rights hereunder within five ten (510) business days after receipt of such notice from the Company. If all Thereafter, the Company shall offer to each Investor who has exercised in full his or its right to purchase a portion of the Proposed Securities in the first offer to Investors made by the Company under this Section 4.8 (each a “Subscribing Investor”), the right to purchase a portion of the balance of the Proposed Securities initially offered to the Shareholders are Investors pursuant to Section 4.9(a)(ii), but not fully subscribed by the Shareholdersfor, the remaining Proposed Securities will be reoffered that is equal to the Shareholders purchasing their full allotment upon percentage determined by dividing (x) the terms set forth in this Section 3.04(a)number of shares of Common Stock Owned by such Subscribing Investor, until by (y) the total number of shares of Common Stock owned by all such Proposed Securities are fully subscribed for or until all the Shareholders have subscribed for all such Proposed Securities which they desire to purchase, except that the Shareholders Subscribing Investors. The Subscribing Investors must exercise their purchase rights this re-offer within five (5) business days after receipt of all such reoffersre-offer. To the extent that the Company offers two or more securities in units, the Shareholder Subscribing Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering and reoffering periods described above, the Company will be free to sell such Proposed Securities that the Shareholders such Investors have not elected to purchase during the ninety one hundred and twenty (90120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Shareholderholders. Any Proposed Securities offered or sold by the Company after such 90 day one hundred and twenty (120)-day period must be reoffered to the Shareholders such Investors pursuant to this Section 3.044.9. (d) The election by a Shareholder an Investor not to exercise his or its Subscription Rights subscription rights under this Section 3.04 4.9 in any one instance shall not affect his or its right (other than in respect of a reduction in his or its percentage holdings) as to any subsequent proposed offer or reofferissuance. Any sale of such securities by the Company without first giving the Shareholders Investors the rights described in this Section 3.04 4.9 shall be void and of no force or and effect. (e) Solely for purposes of this Section 4.9, each of the Prior Investors shall be deemed an Investor and entitled to all rights and obligations pertaining to Investors in this Section 4.9, which all Investors and Prior Investors agree shall supersede Section 4.9 of the Stock Purchase Agreement, dated as of July 22, 2005, among the Company, certain of the Investors and the Prior Investors.

Subscription Right. (a) If at any time after the date hereofhereof and prior to the date that the Company’s Common Stock has been (i) registered under Section 12 of the Exchange Act and (ii) either listed on the New York Stock Exchange or the Nasdaq Global Market (formerly the Nasdaq National Market), the Company proposes to issue equity securities of any kind (for purposes of this Section 4.9, the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into or exchangeable for equity securities) of the Company to any Person, except for issuances (1other than the issuance of securities (i) personally and not directly or indirectly to the BC Investorspublic in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (ii) pursuant to any the acquisition of another Person by the Company, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, (iii) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other director, employeemanagement or employee equity program, whether for a group or consultant individual, (iv) to vendors and customers of and consultants to the Company if they are issued in consideration for goods or services provided to the Company or any of its subsidiaries pursuant to an option plan or any benefit plan, in each case approved for purchasing services provided by the Board, (2) issued pursuant to a stock split, subdivisionCompany, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of any equity interests then outstanding, (3v) pursuant to a public offering (the indemnification provisions of Section 5 of this Agreement, Section 5 of the Securities Purchase Agreement, dated as of November 10, 2004, or Section 5 of the Securities Purchase Agreement, dated as of July 22, 2005, or Section 5 of the Securities Purchase Agreement, dated as of December 21, 2006, each among the Company and the investor parties to persons other than BC Investors or their Affiliatessuch Securities Purchase Agreement), (4) convertible debt securities or fixed rate preferred stock sold in an underwritten offering then, as to persons other than BC Investors or Silver Lake (or their Affiliates) or (5) issued as consideration in any merger, acquisition or joint venture with another business enterprise approved by the Board of Directors (with the affirmative vote of the Silver Lake Director) theneach Investor, the Company shall: (i) give written notice setting forth in reasonable detail (A1) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B2) the price and other terms of the proposed sale of such securities; (C3) the amount of such securities proposed to be issued; and (D4) such other information as the Shareholders Investors may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each Shareholder such Investor a portion of the Proposed Securities equal to their pro rata sharea percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, based on their aggregate equity ownership in by (y) the Company, including, without limitation, for purposes total number of this calculation all shares of Common Stock outstanding on a fully diluted basis (the “Subscription Right”). (iii) Notwithstanding the foregoingi.e., the Company shall not issue any Proposed Equity Security at less than fair market valueincluding for purposes of calculating outstanding shares, as determined by the Board in good faithall shares of Common Stock underlying all outstanding warrants, except upon exercise of options or other rights to acquire Common Stock and all outstanding securities exchangeable or convertible securities where the exercise price or the conversion price was at or above fair market value at the time of issuance, as determined by the Board in good faithinto Common Stock). (b) Each Shareholder such Investor must exercise his or its Subscription Right purchase rights hereunder within five ten (510) business days after receipt of such notice from the Company. If all Thereafter, the Company shall offer to each Investor who has exercised in full his or its right to purchase a portion of the Proposed Securities in the first offer to Investors made by the Company under this Section 4.8 (each a “Subscribing Investor”), the right to purchase a portion of the balance of the Proposed Securities initially offered to the Shareholders are Investors pursuant to Section 4.9(a)(ii), but not fully subscribed by the Shareholdersfor, the remaining Proposed Securities will be reoffered that is equal to the Shareholders purchasing their full allotment upon percentage determined by dividing (x) the terms set forth in this Section 3.04(a)number of shares of Common Stock Owned by such Subscribing Investor, until by (y) the total number of shares of Common Stock owned by all such Proposed Securities are fully subscribed for or until all the Shareholders have subscribed for all such Proposed Securities which they desire to purchase, except that the Shareholders Subscribing Investors. The Subscribing Investors must exercise their purchase rights this re-offer within five (5) business days after receipt of all such reoffersre-offer. To the extent that the Company offers two or more securities in units, the Shareholder Subscribing Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering and reoffering periods described above, the Company will be free to sell such Proposed Securities that the Shareholders such Investors have not elected to purchase during the ninety one hundred and twenty (90120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Shareholderholders. Any Proposed Securities offered or sold by the Company after such 90 day one hundred and twenty (120)-day period must be reoffered to the Shareholders such Investors pursuant to this Section 3.044.9. (d) The election by a Shareholder an Investor not to exercise his or its Subscription Rights subscription rights under this Section 3.04 4.9 in any one instance shall not affect his or its right (other than in respect of a reduction in his or its percentage holdings) as to any subsequent proposed offer or reofferissuance. Any sale of such securities by the Company without first giving the Shareholders Investors the rights described in this Section 3.04 4.9 shall be void and of no force or and effect. (e) Solely for purposes of this Section 4.9, each of the Prior Investors shall be deemed an Investor and entitled to all rights and obligations pertaining to Investors in this Section 4.9, which all Investors and Prior Investors agree shall supersede Section 4.9 of the Securities Purchase Agreement, dated as of December 21, 2006, among the Company, certain of the Investors and the Prior Investors.

Subscription Right. (a) If at any time after the date hereof, the Company proposes determines to issue equity securities of any kind (for these purposes, the term “"equity securities” " shall include for these purposes include, without limitation, Common Stock, any warrants, options or other rights to acquire equity securities and debt securities convertible into or exchangeable for equity securities) of the Company (other than: (i) the issuance of any shares of equity securities in the ordinary course to any Personemployees, except for issuances (1) personally and not directly directors, consultants or indirectly to the BC Investors, to any director, employee, or consultant of or advisors to the Company or any of its subsidiaries pursuant to an option any employee benefit plan or any benefit plan, in each case approved by the Board, ; (2ii) issued pursuant to a stock split, subdivision, or similar transaction or dividend applicable to the outstanding equity interests of the Company as a dividend or share split of any equity interests then outstanding, (3) pursuant to a public offering (to persons other than BC Investors or their Affiliates), (4) convertible debt securities or fixed rate preferred stock sold in an underwritten offering to persons other than BC Investors or Silver Lake (or their Affiliates) or (5) issued as consideration in any mergerconnection with an acquisition, acquisition merger or joint venture with another business enterprise consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board of Directors or (iii) warrants issued in connection with a lease or similar financing approved by the affirmative vote of the Silver Lake DirectorBoard) then, as to each of WP, the ▇▇▇▇▇ Group and the Tisch Group, for as long as such Investor or Investor group Owns at least 5% of Common Stock, the Company shall: (i1) give written notice setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “"Proposed Securities”"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such securities proposed to be issuedProposed Securities; and (D) such other information as the Shareholders Investors may reasonably request in order to evaluate the proposed issuance; and (ii2) offer to issue to each Shareholder Investor upon the terms described in Section 5.5 (a) (1) above, a portion of the Proposed Securities (the "Subscription Securities") equal to their pro rata share, based on their aggregate equity ownership in the Company, including, without limitation, for purposes percentage of this calculation all shares of the Common Stock outstanding on a fully diluted basis (the “Subscription Right”). (iii) Notwithstanding the foregoing, the Company shall not issue any Proposed Equity Security at less than fair market value, as determined Owned by such Investor multiplied by the Board in good faith, except upon exercise total number of options or convertible securities where the exercise price or the conversion price was at or above fair market value at the time of issuance, as determined by the Board in good faithProposed Securities. (b) Each Shareholder must exercise its Subscription Right hereunder within five (5) business days after receipt of such notice from the Company. If all of the Proposed Securities offered to the Shareholders are not fully subscribed by the Shareholders, the remaining Proposed Securities will be reoffered to the Shareholders purchasing their full allotment upon the terms set forth in this Section 3.04(a), until all such Proposed Securities are fully subscribed for or until all the Shareholders have subscribed for all such Proposed Securities which they desire to purchase, except that the Shareholders must exercise their purchase rights within five (5) business days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, the Shareholder must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering and reoffering periods described above, the Company will be free to sell such Proposed Securities that the Shareholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Shareholder. Any Proposed Securities offered or sold by the Company after such 90 day period must be reoffered to the Shareholders pursuant to this Section 3.04. (d) The election by a Shareholder not to exercise its Subscription Rights under this Section 3.04 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed offer or reoffer. Any sale of such securities by the Company without first giving the Shareholders the rights described in this Section 3.04 shall be void and of no force or effect.