Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public Offering, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash.

First Refusal Rights. (i) Except for issuances of (a) shares of Class A Common pursuant If at any time prior to this Agreement, shares of Class B Common pursuant to any the first ------------ -------------------- registration of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant under the 1933 Act, the Company proposes to issue (except in a transaction described in Section 9.03), any Common Stock or any security convertible into or having rights to purchase Common Stock, the Permitted Stock Option PlanCompany shall first offer in writing to sell to each Investor (such term to include, or for purposes of this Article IX, the Series A Investors and the Series B Investors), who in the aggregate owns at least 100,000 shares of Common Stock upon or Stock convertible into or exchangeable or exercisable for such number of shares of Common Stock (subject to adjustment for stock splits or combinations), a fraction thereof of which the numerator shall be the number of shares of Stock then held by such Investor and the denominator shall be the total number of shares of Common Stock then outstanding, assuming in each case full conversion of all outstanding Preferred Stock and the exercise of all outstanding Warrants. Such offer shall describe such optionssecurities and specify the quantity, the price and the payment terms. If within thirty (30) days after receipt of such offer the Investor receiving such written offer accepts the same in writing as to the portion referred to above or any lesser amount, then the Company shall sell such portion of such securities, or such lesser amount as such Investor may specify, to such Investor upon the terms specified. Unless waived by the holders of not less than seventy-five percent (c75%) any securities pursuant to of the total number of shares of Stock then outstanding, each Investor shall have a Public Offering, if the Company authorizes the issuance or sale right of overallotment such that any shares of Common Stock or securities convertible into Common Stock not purchased by any securities containing options or holder of preemptive rights shall be reoffered to acquire any others having such rights and desiring to purchase additional shares of Common Stock (other than as a pro rata dividend on the outstanding or securities convertible into Common Stock), the Company shall first offer to sell to each holder of Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash.

First Refusal Rights. (i) Except for issuances of Common Stock or Series B Preferred (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompany's employees, directors, consultants and advisors for incentive purposes, (b) options to acquire Common Stock pursuant to upon the Permitted Stock Option Plan, conversion of the Series A Preferred and the Series B Preferred or shares of Common Stock upon the exercise of such optionsthe Warrant, or (c) in connection with the acquisition of another company or business as contemplated by paragraph 3D(viii), (d) upon issuance of payment in kind dividends to the holders of the Series B Preferred, (e) pursuant to the exercise of any securities other option, warrant, right or convertible security outstanding on the date hereof or (f) pursuant to a Public Offeringpublic offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock Series B Preferred who is then an accredited investor (as defined in Rule 501(a) under the Securities Act) a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Under lying Common Stock then held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock and the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock and the number of shares of Common Stock then outstandingissuable upon the exercise of all options, warrants, rights or conversion rights then outstanding or reserved for issuance. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock Series B Preferred shall be payable in cash.