Common use of Right of Participation Clause in Contracts

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "Offered Securities") to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's Stock held by him on the date hereof (in both cases, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's Stock (such Purchasers and, if applicable, the holders of the Founder's Stock being referred to as the "Participating Stockholders") as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "Basic Amount," and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "Aggregate Basic Amount"), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "Undersubscription Amount"), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stockpreferred stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "“Offered Securities"”) to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's Stock held by him on the date hereof (in both casesStock, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's Stock (such Purchasers and, if applicable, the holders of the Founder's Stock being referred to as the "“Participating Stockholders"”) as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "“Basic Amount," ” and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "“Aggregate Basic Amount"”), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "“Undersubscription Amount"”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "“Offer"”), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "“Offered Securities"”) to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's ’s Stock held by him on the date hereof (in both cases, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's ’s Stock (such Purchasers and, if applicable, the holders of the Founder's ’s Stock being referred to as the "“Participating Stockholders"”) as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "“Basic Amount," ” and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "“Aggregate Basic Amount"”), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "“Undersubscription Amount"”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "“Offer"”), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "Offered Securities") to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Preferred Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's Stock Common held by him on the date hereof (in both cases, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's Stock Common (such Purchasers and, if applicable, the holders of the Founder's Stock Founders' Common being referred to as the "Participating Stockholders") as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "Basic Amount," and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "Aggregate Basic Amount"), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "Undersubscription Amount"), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stockpreferred stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "Offered Securities") to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's Stock held by him on the date hereof (in both casesStock, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's Stock (such Purchasers and, if applicable, the holders of the Founder's Stock being referred to as the "Participating Stockholders") as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "Basic Amount," and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "Aggregate Basic Amount"), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "Undersubscription Amount"), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.

Right of Participation. Except as provided in Section 6(f) of this Agreement, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the "“Offered Securities"”) to the Purchasers who hold individually or together with their affiliates at least 2,500,000 Shares of the Common Preferred Stock on an as converted basis then outstanding and, for so long as the Founder holds not less than fifty percent (50%) of the number of shares of Founder's ’s Stock held by him on the date hereof (in both cases, as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events), the holders of the Founder's ’s Stock (such Purchasers and, if applicable, the holders of the Founder's ’s Stock being referred to as the "“Participating Stockholders"”) as follows: The Company shall offer to sell to each Participating Stockholder (a) that portion of the Offered Securities as the number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) then held by such Participating Stockholder, as the case may be, bears to the total number of shares of Common Stock (including all shares of capital stock convertible into Common Stock, on a fully-diluted basis) of the Company then outstanding (the "“Basic Amount," ” and the aggregate of the Basic Amounts of all Participating Stockholders being referred to as the "“Aggregate Basic Amount"”), and (b) such additional portion of the Aggregate Basic Amount as such Participating Stockholder shall indicate it will purchase should the other Participating Stockholders subscribe for less than their Basic Amounts (the "“Undersubscription Amount"”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Participating Stockholder (the "“Offer"”), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer.