Common use of Additional Offerings of Securities Clause in Contracts

Additional Offerings of Securities. Prior to seeking financing from any third party consisting of an issuance of Equity Securities (the "Proposed Securities") by the Company on or after the date hereof, the Company shall notify the Holders of a description in reasonable detail of the Proposed Securities, the amount proposed to be issued and the consideration the Company desires to receive therefor (the "Notice"), which Notice shall constitute an offer to the Holders with respect to the Proposed Securities on the terms set forth therein. The Holders and the Company shall, for not less than 20 days after receipt of the Notice (unless the Holders earlier indicate that they have no interest in purchasing the Proposed Securities), discuss the possibility of any of the Holders acquiring the Proposed Securities, after which (if any of the Holders has not agreed to purchase the Proposed Securities on the terms set forth in the Notice or such other terms as are mutually acceptable to the Company and such Holder) the Company shall be permitted to seek and obtain third-party investors to acquire the Proposed Securities, provided that the closing of such acquisition by such third-party investor occurs within 90 days from the date of the Notice and provided, further, that the acquisition of the Proposed Securities by such third-party investor is on terms no more favorable to such third-party investor than those terms set forth in the Notice. No Equity Securities shall be issued by the Company to any Person unless the Company has first offered such Equity Securities to the Holders in accordance with this Section 6.11. This Section 6.11 shall not apply to the following issuances of securities: (i) pursuant to an approved employee stock option plan, stock purchase plan, or similar employee benefit program or agreement, where the primary purpose is not to raise equity capital for the Company and (ii) the issuance of Equity Securities as consideration in a business combination approved by each member of the Board of Directors.

Additional Offerings of Securities. Prior to seeking 28 financing from any third party consisting of an issuance of Equity Securities (the "Proposed Securities") by the Company on or after the date hereof, the Company shall notify the Holders of a description in reasonable detail of the Proposed Securities, the amount proposed to be issued and the consideration the Company desires to receive therefor (the "Notice"), which Notice shall constitute an offer to the Holders with respect to the Proposed Securities on the terms set forth therein. The Holders and the Company shall, for not less than 20 days after receipt of the Notice (unless the Holders earlier indicate that they have no interest in purchasing the Proposed Securities), discuss the possibility of any of the Holders acquiring the Proposed Securities, after which (if any of the Holders has not agreed to purchase the Proposed Securities on the terms set forth in the Notice or such other terms as are mutually acceptable to the Company and such Holder) the Company shall be permitted to seek and obtain third-third party investors to acquire the Proposed Securities, provided that the closing of such acquisition by such third-third party investor occurs within 90 days from the date of the Notice and provided, further, provided that the acquisition of the Proposed Securities by such third-third party investor is on terms no more favorable to such third-third party investor than those terms set forth in the Notice. No Equity Securities shall be issued by the Company to any Person unless the Company has first offered such Equity Securities to the Holders in accordance with this Section 6.11. This Section 6.11 shall not apply to the following issuances of securities: (i) pursuant to an approved employee stock option plan, stock purchase plan, or similar employee benefit program or agreement, where the primary purpose is not to raise equity capital for the Company and (ii) the issuance of Equity Securities as consideration in a business combination approved by each member of the Board of Directors.

Additional Offerings of Securities. Prior to seeking financing from any third party consisting of an issuance of Equity Securities (the "Proposed Securities") by the Company on or after the date hereof, the Company shall notify the Holders of a description in reasonable detail of the Proposed Securities, the amount proposed to be issued and the consideration the Company desires to receive therefor (the "Notice"), which Notice shall constitute an offer to the Holders with respect to the Proposed Securities on the terms set forth therein. The Holders and the Company shall, for not less than 20 days after receipt of the Notice (unless the Holders earlier indicate that they have no interest in purchasing the Proposed Securities), discuss the possibility of any of the Holders acquiring the Proposed Securities, after which (if any of the Holders has not agreed to purchase the Proposed Securities on the terms set forth in the Notice or such other terms as are mutually acceptable to the Company and such Holder) the Company shall be permitted to seek and obtain third-third party investors to acquire the Proposed Securities, provided that the closing of such acquisition by such third-third party investor occurs within 90 days from the date of the Notice and provided, further, provided that the acquisition of the Proposed Securities by such third-third party investor is on terms no more favorable to such third-third party investor than those terms set forth in the Notice. No Equity Securities shall be issued by the Company to any Person unless the Company has first offered such Equity Securities to the Holders in accordance with this Section 6.11. This Section 6.11 shall not apply to the following issuances of securities: (i) pursuant to an approved employee stock option plan, stock purchase plan, or similar employee benefit program or agreement, where the primary purpose is not to raise equity capital for the Company and (ii) the issuance of Equity Securities as consideration in a business combination approved by each member of the Board of Directors.