Common use of Grant of Preemptive Rights Clause in Contracts

Grant of Preemptive Rights. The Company hereby grants to each Eligible Stockholder and each Eligible NextNet Stockholder the preemptive rights set forth in this Section 1 with respect to each issuance of Shares, or securities or instruments convertible into or exchangeable or exercisable for any Shares, of any class of capital stock of the Company, other than the Stock that is issued and outstanding as of the date of this Agreement and other than Shares issued or issuable in the following circumstances (collectively, subject to the following exceptions, "New Shares"): (a) Shares issued pursuant to Section IV, Section 2.(d) of the Certificate; (b) Shares (and/or options, warrants or other Share purchase rights, and the Shares issued pursuant to such options, warrants or other rights) issuable or issued to employees, consultants, directors, vendors, lessors or others with whom the Company conducts business, provided that such shares, options, warrants or other rights are issued directly in a transaction approved by the Board of Directors of the Company or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company and provided further that each of the foregoing transactions is primarily for non-financing purposes; (c) Shares (and/or options, warrants or other Share purchase rights, and the Shares issued pursuant to such options, warrants or other rights) issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financing or similar transactions; (d) Shares (and/or options, warrants or other Share purchase rights, and the Shares issued pursuant to such options, warrants or other rights) issued pursuant to transactions involving technology licensing, research or development activities, the use or acquisition of strategic assets, properties or rights, or the distribution, manufacture or marketing of the Company's products, provided that each of the foregoing transactions is primarily for non-financing purposes; (e) Shares issuable or issued in connection with bona fide acquisitions of or by the Company whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, the terms of which are approved by the Board of Directors of the Company; (f) Shares (and/or options, warrants or other Share purchase rights, and the Shares issued pursuant to such options, warrants or other rights) issued or issuable (i) to the public pursuant to the IPO or (ii) upon exercise of warrants or rights granted to underwriters in connection with such IPO; (g) Shares (and/or options, warrants or other Share purchase rights, and the Shares issued pursuant to such options, warrants or other rights) issuable or issued pursuant to agreements and warrants existing on the date hereof that are listed on Schedule 1.01 to this Agreement; (h) Shares issued upon conversion of convertible securities or instruments outstanding on the date hereof that are issued in compliance with the preemptive rights set forth in this Section 1; and/or (i) Shares issued in connection with any stock split, stock dividend, reserve stock split or other distribution of shares that does not affect the economic interests or rights of holders of Shares.

Grant of Preemptive Rights. The Company hereby grants to each Eligible Stockholder and each Eligible NextNet Stockholder Member the preemptive rights set forth in this Section 1 2.8 with respect to each issuance of SharesUnits, or securities or instruments convertible into or exchangeable or exercisable for any SharesUnits, of any class of capital stock security of the Company, other than the Stock Units that is are issued and outstanding as of the date of this Agreement and other than Shares Units issued or issuable in the following circumstances (collectively, subject to the following exceptions, "New SharesUnits"): (ai) Shares issued pursuant to Section IV, Section 2.(d) of the Certificate; (b) Shares Units (and/or options, warrants or other Share Unit purchase rights, and the Shares Units issued pursuant to such options, warrants or other rights) issuable or issued to employees, consultants, directors, vendors, lessors or others with whom the Company conducts business, provided that such shares, options, warrants or other rights are issued directly in a transaction approved by the Board of Directors of the Company Manager or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company and provided further that each of the foregoing transactions is primarily for non-financing purposesMajority in Interest; (cii) Shares Units (and/or options, warrants or other Share Unit purchase rights, and the Shares Units issued pursuant to such options, warrants or other rights) issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financing or similar transactions; (diii) Shares Units (and/or options, warrants or other Share Unit purchase rights, and the Shares Units issued pursuant to such options, warrants or other rights) issued pursuant to transactions involving technology licensing, research or development activities, the use or acquisition of strategic assets, properties or rights, or the distribution, manufacture or marketing of the Company's products, provided that each of the foregoing transactions is primarily for non-financing purposes; (eiv) Shares Units issuable or issued in connection with bona fide acquisitions of or by the Company whether by merger, consolidation, sale of assets, sale or exchange of stock equity or otherwise, the terms of which are approved by the Board of Directors of Manager and the CompanyMajority in Interest; (fv) Shares Units (and/or options, warrants or other Share Unit purchase rights, and the Shares Units issued pursuant to such options, warrants or other rights) issued or issuable (i) to the public pursuant to the IPO or (ii) upon exercise of warrants or rights granted to underwriters in connection with such IPO; (gvi) Shares Units (and/or options, warrants or other Share Unit purchase rights, and the Shares Units issued pursuant to such options, warrants or other rights) issuable or issued pursuant to agreements and warrants existing on the date hereof that are listed on Schedule 1.01 hereof, including without limitation, the rights of the Hawaiian Member to this Agreementpurchase Units pursuant to Section 2.3 hereof; (hvii) Shares issued upon conversion of convertible securities or instruments outstanding on the date hereof that are issued in compliance with the preemptive rights set forth in this Section 1; and/or (i) Shares Units issued in connection with any stock equity split, stock equity dividend, reserve stock equity split or other distribution of shares Units that does not affect the economic interests or rights of holders of SharesUnits.