Common use of Subscription Rights Clause in Contracts

Subscription Rights. So long as Purchaser has the right to nominate an Investor Director pursuant to Section 4.01, if the Company's Board of Directors shall authorize the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any employee stock offering, plan or arrangement (x) in effect on the date hereof, (y) which constitutes Permitted Options or (z) approved by any Investor Director, (ii) in connection with any acquisition transaction, (iii) in any public offering registered under the Securities Act or in any financing transaction in which sales or resales are effected through Rule 144A or Regulation S under the Securities Act or any successor or comparable provisions thereto and (iv) to Purchaser or its Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to Purchaser a Pro Rata Share of such New Securities. Any offer of New Securities made to Purchaser under this Section 5.01 shall be made by notice in writing (the "Subscription Notice") at least 10 Business Days prior to the date on which the meeting of the Company's Board of Directors is held to authorize the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of B-17

Subscription Rights. So long as Purchaser has the right to nominate an Investor Director pursuant to Section 4.01, if the Company's Board of Directors shall authorize the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any employee stock offering, plan or arrangement (x) in effect on the date hereof, (y) which constitutes Permitted Options or (z) approved by any Investor Director, (ii) in connection with any acquisition transaction, (iii) in any public offering registered under the Securities Act or in any financing transaction in which sales or resales are effected through Rule 144A or Regulation S under the Securities Act or any successor or comparable provisions thereto and (iv) to Purchaser or its Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to Purchaser a Pro Rata Share of such New Securities. Any offer of New Securities made to Purchaser under this Section 5.01 shall be made by notice in writing (the "Subscription Notice") at least 10 Business Days prior to the date on which the meeting of the Company's Board of Directors is held to authorize the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of B-17New Securities offered to Purchaser in compliance with the provisions of this Section 5.01 and (iv) the proposed date of issuance of such New Securities. Not later than 20 Business Days after its receipt of a Subscription Notice, Purchaser shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to Purchaser pursuant to the Subscription Notice. If Purchaser shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to third parties. If, for any reason, the issuance of New Securities to third parties is not consummated, Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times.