(B) THE NUMBER OF SUCH NEW SECURITIES TO
BE OFFERED, AND (C) THE PRICE AND TERMS, IF ANY, UPON WHICH IT PROPOSES TO OFFER
SUCH NEW SECURITIES (THE "PARTICIPATION NOTICE").
WITHIN 15 DAYS AFTER RECEIPT
OF THE PARTICIPATION NOTICE, EACH ORDINARY SHAREHOLDER MAY ELECT TO PURCHASE OR
OBTAIN, AT THE PRICE AND ON THE TERMS SPECIFIED IN THE PARTICIPATION NOTICE, UP
TO ITS PRO RATA PORTION OF SUCH NEW SECURITIES; PROVIDED, HOWEVER, THAT A
ORDINARY SHAREHOLDER'S PORTION MAY BE REDUCED ON A PRO RATA BASIS AMONG ALL
HOLDERS OF THE ORDINARY SHARES IF THE IAPL BOARD UNANIMOUSLY DETERMINES THAT
SUCH A REDUCTION IS NECESSARY TO PROVIDE A SUFFICIENT INCENTIVE FOR A NEW
INVESTOR TO PURCHASE SHARES.
IAPL SHALL PROMPTLY, IN WRITING, INFORM EACH
ORDINARY SHAREHOLDER THAT PURCHASES ALL THE SHARES AVAILABLE TO IT (EACH, A
"FULLY EXERCISING HOLDER") OF ANY OTHER ORDINARY SHAREHOLDER'S FAILURE TO DO
LIKEWISE.
DURING THE TEN-DAY PERIOD COMMENCING AFTER RECEIPT OF SUCH
INFORMATION, EACH FULLY EXERCISING HOLDER SHALL BE ENTITLED TO OBTAIN THAT
PORTION OF THE NEW SECURITIES FOR WHICH ORDINARY SHAREHOLDERS WERE ENTITLED TO
SUBSCRIBE BUT WHICH WERE NOT SUBSCRIBED FOR BY THE ORDINARY SHAREHOLDERS THAT IS
EQUAL TO ITS PRO RATA PORTION.
(III)
THIS RIGHT OF FIRST REFUSAL SHALL TERMINATE UPON THE EARLIER OF
(A) PROVISION OF NOTICE BY THE COMPANY OF A TERMINATING EVENT, (B) THE EXERCISE
OF THE PUT OR THE CALL, AND (C) THE AUTOMATIC EXCHANGE DATE.
(IV)
THE COMPANY'S OBLIGATIONS PURSUANT TO THIS RIGHT OF FIRST REFUSAL
MAY BE AMENDED OR WAIVED ONLY UPON THE WRITTEN CONSENT OF THE MAJORITY
PURCHASERS.
29
(B)
RIGHT OF FIRST REFUSAL AND CO-SALE.
EACH ORDINARY SHAREHOLDER
SHALL, ON THE TERMS AND CONDITIONS SET FORTH BELOW, HAVE THE RIGHT TO PURCHASE
UP TO ITS PRO RATA PORTION, AS DETERMINED BELOW, OF ANY EQUITY INTEREST OF IAPL
OFFERED FOR TRANSFER (AS DEFINED BELOW) BY ANOTHER ORDINARY SHAREHOLDER (A
"SELLING SHAREHOLDER") ON THE SAME PRICE AND TERMS AND CONDITIONS AS THE SELLING
SHAREHOLDER OFFERS SUCH EQUITY INTEREST (THE "OFFERED SHARES") TO THE POTENTIAL
PURCHASERS, OR TRANSFER ITS ORDINARY SHARES IN THE PROPOSED SALE ON A PRO RATA
BASIS (THE "REFUSAL AND CO-SALE RIGHT").
DETERMINATION OF THE ORDINARY
SHAREHOLDER'S PRO RATA PORTION PURSUANT TO THE REFUSAL AND CO-SALE RIGHT SHALL
BE BASED ON THE ORDINARY SHAREHOLDER'S PERCENTAGE OF OWNERSHIP OF IAPL'S ISSUED
AND OUTSTANDING ORDINARY SHARES HELD AT THE TIME OF THE SELLING SHAREHOLDER'S
OFFER.
(I)
FOR PURPOSES OF THIS SECTION 5.2(B), "TRANSFER" INCLUDES ANY
SALE, ASSIGNMENT, ENCUMBRANCE, HYPOTHECATION, PLEDGE, CONVEYANCE IN TRUST, GIFT,
TRANSFER BY BEQUEST, DEVISE OR DESCENT, OR OTHER TRANSFER OR DISPOSITION OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, TRANSFERS PURSUANT TO DIVORCE OR LEGAL
SEPARATION, TRANSFERS TO RECEIVERS, LEVYING CREDITORS, TRUSTEES OR RECEIVERS IN
BANKRUPTCY PROCEEDINGS OR GENERAL ASSIGNEES FOR THE BENEFIT OF CREDITORS,
WHETHER VOLUNTARY, INVOLUNTARILY OR BY OPERATION OF LAW, DIRECTLY OR INDIRECTLY,
OF ANY EQUITY INTEREST OF IAPL; PROVIDED, HOWEVER, ANY EXCHANGE PURSUANT TO THE
TERMS OF THIS AGREEMENT, AND ANY TRANSFER BY A PURCHASER TO AN AFFILIATE OF