TO
AGREE TO PURCHASE UP TO ITS PRO RATA SHARE OF SUCH NEW SECURITIES FOR THE PRICE
AND UPON THE TERMS SPECIFIED IN THE SECTION 7 NOTICE BY GIVING WRITTEN NOTICE TO
THE COMPANY AND STATING THEREIN THE QUANTITY OF NEW SECURITIES TO BE PURCHASED.
(C)
FAILURE TO EXERCISE RIGHT.
IF A SHAREHOLDER FAILS TO PURCHASE ALL OF ITS
PRO RATA SHARE PURSUANT TO SECTION 7(B), THE COMPANY SHALL HAVE 120 DAYS AFTER
THE DATE ON WHICH SUCH SHAREHOLDER'S RIGHT TO PURCHASE LAPSED TO SELL OR ENTER
INTO AN AGREEMENT (PURSUANT TO WHICH THE SALE OF NEW SECURITIES COVERED THEREBY
SHALL BE CLOSED, IF AT ALL, WITHIN 90 DAYS FROM THE DATE OF SAID AGREEMENT) TO
SELL THE NEW SECURITIES IN RESPECT OF WHICH SUCH SHAREHOLDER'S OPTION WAS NOT
EXERCISED, AT OR ABOVE THE PRICE AND UPON OTHER TERMS NOT MORE FAVORABLE IN THE
AGGREGATE TO THE PURCHASERS OF SUCH SECURITIES THAN THE TERMS SPECIFIED IN THE
INITIAL SECTION 7 NOTICE GIVEN IN CONNECTION WITH SUCH SALE.
IF THE COMPANY HAS
NOT SOLD THE NEW SECURITIES OR ENTERED INTO AN
14
AGREEMENT TO SELL THE NEW SECURITIES WITHIN SUCH 120-DAY PERIOD (OR SOLD AND
ISSUED NEW SECURITIES IN ACCORDANCE WITH THE FOREGOING WITHIN 90 DAYS FROM THE
DATE OF SAID AGREEMENT), THE COMPANY SHALL NOT THEREAFTER ISSUE OR SELL ANY NEW
SECURITIES WITHOUT FIRST OFFERING SUCH NEW SECURITIES TO EACH SHAREHOLDER IN THE
MANNER PROVIDED IN THIS SECTION 7.
(D)
EXERCISE OF RIGHT.
IF A SHAREHOLDER EXERCISES ITS RIGHT OF FIRST OFFER
HEREUNDER, THE CLOSING OF THE PURCHASE OF THE NEW SECURITIES BY THE SHAREHOLDER
WITH RESPECT TO WHICH SUCH RIGHT HAS BEEN EXERCISED SHALL TAKE PLACE WITHIN 45
DAYS AFTER THE SHAREHOLDER GIVES NOTICE OF SUCH EXERCISE, WHICH PERIOD OF TIME
SHALL BE EXTENDED IF NECESSARY TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS,
INCLUDING THE HSR ACT.
THE ACCEPTANCE OF EACH SHAREHOLDER SHALL BE IRREVOCABLE
AND EACH SUCH ACCEPTING SHAREHOLDER SHALL BE BOUND AND OBLIGATED TO ACQUIRE SUCH
AMOUNT OF NEW SECURITIES AS SUCH SHAREHOLDER SHALL HAVE SPECIFIED IN SUCH
SHAREHOLDER'S WRITTEN NOTICE TO THE COMPANY.
UPON EXERCISE OF SUCH RIGHT OF
FIRST OFFER, THE COMPANY AND THE SHAREHOLDER SHALL USE THEIR REASONABLE EFFORTS
TO SECURE ANY APPROVALS REQUIRED IN CONNECTION WITH THE CONSUMMATION THE
PURCHASE CONTEMPLATED THEREBY.
(E)
OTHER SECURITIES.
THE COMPANY MAY CONDITION THE PARTICIPATION OF THE
SHAREHOLDERS IN A PROPOSED ISSUANCE OF NEW SECURITIES UPON THE PURCHASE BY SUCH
SHAREHOLDERS OF ANY SECURITIES (INCLUDING, WITHOUT LIMITATION, DEBT SECURITIES)
OTHER THAN NEW SECURITIES ("OTHER SECURITIES") IN THE EVENT THAT THE
PARTICIPATION OF THE WP PARTIES IN SUCH ISSUANCE IS SO CONDITIONED.
IN SUCH
CASE, EACH SHAREHOLDER SHALL ACQUIRE IN THE ISSUANCE, TOGETHER WITH THE NEW
SECURITIES TO BE ACQUIRED BY IT, OTHER SECURITIES IN THE SAME PROPORTION TO THE
NEW SECURITIES TO BE ACQUIRED BY IT AS THE PROPORTION OF OTHER SECURITIES TO NEW
SECURITIES BEING ACQUIRED BY THE WP PARTIES IN THE ISSUANCE, ON THE SAME TERMS
AND CONDITIONS, AS TO EACH UNIT OF NEW