Common use of Grant of Right of First Refusal Clause in Contracts

Grant of Right of First Refusal. (a) The Company hereby grants to each Purchaser the right of first refusal to purchase, at the same per share price and on the same terms and conditions, such Purchaser's pro rata share of New Securities as the Company may, from time to time, sell or issue after the date of this Agreement; provided however, that this right of first refusal shall not provide the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicable. (b) For purposes of this Agreement, each Purchaser's "pro rata share" is the ratio of the number of Shares of Common Stock that such Purchaser has the right to acquire pursuant to the Preference Warrants held by it immediately prior to the issuance of New Securities, to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of all outstanding Shares convertible into or exchangeable for Common Stock and exercise of all outstanding rights, options and warrants for Common Stock. Any shares of Common Stock acquired by any Purchaser (including pursuant to the Preference Warrants) and any other rights to acquire shares of Common Stock acquired by any Purchaser (other than the Preference Warrants) shall not be included in the "pro rata share" that such Purchaser may be entitled to purchase. (c) This right of first refusal shall be subject to the remaining provisions of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant held by such Person (or which such Person is entitled to hold pursuant to a right of conversion or exchange on any security) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed an issuance or sale or a proposed issuance or sale of New Securities, nor shall such adjustment give rise to any rights of first refusal under this Agreement.

Grant of Right of First Refusal. (a) The Company hereby grants to each Purchaser the right of first refusal to purchase, at the same per share price and on the same terms and conditions, such Purchaser's pro rata share of New Securities as the Company may, from time to time, sell or issue after the date of this Agreement; provided howeverPROVIDED HOWEVER, that this right of first refusal shall not provide the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicable. (b) For purposes of this Agreement, each Purchaser's "pro rata share" is the ratio of the number of Shares of Common Stock that such Purchaser has the right to acquire pursuant to the Preference Warrants held by it immediately prior to the issuance of New Securities, to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of all outstanding Shares convertible into or exchangeable for Common Stock and exercise of all outstanding rights, options and warrants for Common Stock. Any shares of Common Stock acquired by any Purchaser (including pursuant to the Preference Warrants) and any other rights to acquire shares of Common Stock acquired by any Purchaser (other than the Preference Warrants) shall not be included in the "pro rata share" that such Purchaser may be entitled to purchase. (c) This right of first refusal shall be subject to the remaining provisions of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant held by such Person (or which such Person is entitled to hold pursuant to a right of conversion or exchange on any security) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed an issuance or sale or a proposed issuance or sale of New Securities, nor shall such adjustment give rise to any rights of first refusal under this Agreement.

Grant of Right of First Refusal. (a) The Company LDI hereby grants to each Purchaser of the Shareholders the right of first refusal to purchase, at the same per share price and on the same terms and conditions, purchase such PurchaserShareholder's pro rata share of New Securities as the Company which LDI may, from time to time, sell or issue on or after the date of this Agreement; provided however, that this right of first refusal shall not provide the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicable. (b) For purposes of this Agreement, each Purchasera Shareholder's "pro rata share" is the ratio of the number of Shares of Common Stock that owned by such Purchaser has the right to acquire pursuant to the Preference Warrants held by it Shareholder immediately prior to the issuance of New Securities, assuming full conversion or exchange of any Shares convertible into or exchangeable for Common Stock and exercise of any right, option or warrant for Common Stock held by such Shareholder (or which it is entitled to hold pursuant to a right of conversion or exchange of any security), to the total number of shares Shares of Common Stock outstanding immediately prior to the issuance of New Securities, assuming full conversion of all outstanding Shares convertible into or exchangeable for Common Stock and exercise of all outstanding rights, options and warrants for Common Stock. Any shares of Common Stock acquired by any Purchaser (including or which it is entitled to hold pursuant to the Preference Warrants) and a right of conversion or exchange of any other rights to acquire shares of Common Stock acquired by any Purchaser (other than the Preference Warrants) shall not be included in the "pro rata share" that such Purchaser may be entitled to purchasesecurity). (c) This right of first refusal shall be subject to the remaining provisions of this Agreement. (d) Every Shareholder hereby irrevocably relinquishes any and all preemptive rights or rights of first refusal or rights of a similar nature contained in or described in any other agreement with the Company dated before the date of this Agreement, including without limitation those certain shareholders agreements dated July 22, 1994 and September 1994, if applicable. (e) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange exchange, or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant held by such Person (or which such Person is entitled to hold pursuant to a right of conversion or exchange on any security) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed an issuance or sale or a proposed issuance or sale of New Securities, nor shall such adjustment give rise to any rights of first refusal under this Agreement.

Grant of Right of First Refusal. Until the consummation of a Qualifying Public Offering, 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 any of the Company's convertible preferred stock, 0.01 par value per share ("PREFERRED STOCK") (other than in a Qualifying Public Offering), (iii) any debt security of the Company (other than debt with no equity feature and the issuance of the Notes) 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 (other than the Warrants), unless in each case the Company shall have first offered to sell such securities (the "OFFERED SECURITIES") to the Purchasers, the holders of the Preferred Stock and Frontec AB and any permitted transferees of Frontec AB in accordance with the terms and conditions set forth in the Stockholders Agreement (together with Frontec AB, the "HOLDERS") (each an "OFFEREE" and collectively, the "OFFEREES") as follows: The Company shall offer to sell to each Offeree (a) The Company hereby grants to each Purchaser that portion of the right of first refusal to purchase, at the same per share price and on the same terms and conditions, such Purchaser's pro rata share of New Offered Securities as the Company may, from time to time, sell or issue after number of shares of Common Stock (including all shares of capital stock convertible on the date of this Agreement; provided howeverthe Offer (as defined below) into Common Stock, that this right of first refusal shall not provide all Common Stock issuable upon the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicable. (b) For purposes of this Agreement, each Purchaser's "pro rata share" is the ratio exercise of the number Warrants, and all shares issuable upon exercise of Shares the Series B Purchase Warrants which are exercisable on the date of Common Stock that such Purchaser has the right to acquire Offer) then held, or deemed held pursuant to the Preference Warrants held immediately preceding parenthetical, by it immediately prior to the issuance of New Securities, such Offeree bears to the total number of shares of Common Stock outstanding immediately prior to (including all shares of capital stock convertible on the issuance date of New Securitiesthe Offer into Common Stock, assuming full conversion of all outstanding Shares convertible into or exchangeable for Common Stock and issuable upon the exercise of the Warrants, and all outstanding rightsShares issuable upon exercise of the Series B Purchase Warrants which are exercisable on the date of the Offer) held, options and warrants for Common Stock. Any shares of Common Stock acquired by any Purchaser (including or deemed held pursuant to the Preference Warrants) and any other rights to acquire shares of Common Stock acquired immediately preceding parenthetical, on such date by any Purchaser all Offerees (other than the Preference Warrants) shall not be included in the "pro rata share" BASIC AMOUNT"), and (b) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees 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 Offeree (the "OFFER"), which Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from receipt of the offer. The Company agrees that such Purchaser may be entitled to purchase. (c) This the right of first refusal shall be subject extended to the remaining provisions of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant held by such Person (or which such Person is entitled to hold Purchasers pursuant to a this SECTION 8.1 is PARI PASSU and runs concurrently with the existing right of conversion or exchange on any security) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed an issuance or sale or a proposed issuance or sale of New Securities, nor shall such adjustment give rise to any rights of first refusal under this Agreementcontained in SECTION 8 of that certain Second Series E Convertible Preferred Stock Purchase Agreement dated June 22, 2000 by and among the Company and the Purchasers (as defined therein) and other stockholders of the Company listed on the signature pages thereto.

Grant of Right of First Refusal. (a) The Company hereby grants shall not Issue (as hereinafter defined) any shares of any class of its capital stock or any option, warrant, convertible security or other right to acquire any such capital stock (collectively, the "Securities") to any Person unless it shall have given written notice to each Purchaser Investor, stating its desire to Issue such Securities (the right of "Offered Securities") and the terms upon which it intends to make such Issue (the "Offer"). Thereafter, each Investor shall have a first refusal option to purchase, in whole or in part, its "Percentage Entitlement" (as hereinafter defined) of the Offered Securities at the same per share price and on the same terms and conditions, such Purchaser's pro rata share of New Securities as conditions specified in the Company may, from time to time, sell or issue after the date of this Agreement; provided however, that this right of first refusal shall not provide the Purchasers with additional rights to acquire securities if the provisions of Section 5.01 (c) or (d) of this Agreement are applicableOffer. (b) For purposes of this Agreement, each PurchaserEach Investor's "pro rata sharePercentage Entitlement" is to purchase the ratio Offered Securities shall be equal to such percentage of the number of Shares of Common Stock that such Purchaser has the right to acquire pursuant to the Preference Warrants held by it immediately prior to the issuance of New Securities, to the total number of all shares of Common Stock at the time outstanding immediately prior and held by all Investors (including, as to any Investor, any such shares transferred to any spouse and issue and any trust for the issuance benefit of, or the legal representative of, any of New Securitiesthe preceding persons (each, assuming full an "Immediate Family Member")) and all shares of Common Stock issuable upon conversion of all outstanding Shares convertible into or exchangeable for Common Stock and exercise of all outstanding rights, options and warrants for Common Stock. Any shares of Common Preferred Stock acquired held by all Investors (including, as to any Purchaser (including pursuant Investor, any such shares transferred to the Preference Warrantsany Immediate Family Member) and any other rights to acquire shares of Common Stock acquired as is represented by any Purchaser (other than the Preference Warrants) shall not be included in the "pro rata share" that such Purchaser may be entitled to purchase. (c) This right of first refusal shall be subject to the remaining provisions of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, no adjustment in the number of shares of Common Stock issuable or issued upon exercise, exchange or conversion of any outstanding securities convertible into or exchangeable for Common Stock and exercise for Common Stock of any outstanding right, option or warrant then held by such Investor (including, as to any Investor, any such shares transferred to any Immediate Family Member) and the number of shares of Common Stock then issuable upon conversion of the shares of Preferred Stock held by such Investor. The right to purchase Offered Securities pursuant to this Section 3.1 shall be exercised by such Investor, by giving, within 21 Business Days after delivery of such notice by the Company, a counter-notice, which counter-notice shall state that the Investor giving such counter-notice desires to purchase a specified portion of the Offered Securities up to its Percentage Entitlement. (c) In the event that one or more of the Investors fails to exercise its option under Section 3.1 to purchase its full Percentage Entitlement of Offered Securities, the Company shall give written notice to the Investors which are exercising their options under this Section 3.1 (the "Purchasing Investors") stating the amount of Offered Securities not optioned pursuant to this Section 3.1 or agreed to be purchased by such other shareholder or shareholders (the "Remaining Offered Securities"). Each Purchasing Investor shall have the right, prior to any other Person (but in common with any other shareholder of the Company which has agreed to purchase his or which such Person is its pro rata share of the Offered Securities, to purchase all or any portion of the Remaining Offered Securities. If more than one Purchasing Investor exercises its option under this Section 3.1(c), the Purchasing Investors shall be entitled to hold purchase, together with such other purchasing shareholder or shareholders, a pro rata amount of the Remaining Offered Securities. The right to purchase Remaining Offered Securities pursuant to a right of conversion or exchange on any securitythis Section 3.1(c) by reason of original provisions of or relating to such security which provide for an automatic adjustment upon the occurrence of specified events shall be deemed exercised by such Purchasing Investor, by giving, within 10 Business Days after the Company's notice pursuant to this Section 3.1(c), a notice to the Company stating that the Purchasing Investor desires to purchase a specified portion of the Remaining Offered Securities up to its pro rata share. (d) Each Investor electing pursuant to Section 3.1(b) to purchase a portion of the Offered Securities and, if applicable, electing pursuant to Section 3.1(c) to purchase a portion of the Remaining Offered Securities shall be obligated to purchase such Offered Securities and/or such Remaining Offered Securities and the Company shall be obligated to sell all such Offered Securities and/or Remaining Offered Securities up to the total amount set forth in the Offer at the price and on the terms and conditions contained in such Offer, except that the closing date of such purchase and sale shall take place within 30 Business Days after the giving of the notice under Section 3.1(b) or, if such occurs, under Section 3.1(c); provided, however, that in the event all or any part of the purchase price stated in the Offer is not payable in cash, the Investor giving the applicable notice may make payment in cash in an issuance amount at least equal to the fair market value of the non-cash consideration of such Offer. (e) If the Investors fail to elect to purchase, or sale or a proposed issuance or sale to consummate the purchase of, all of New Securitiesthe Offered Securities and Remaining Offered Securities specified in the Company's Offer, nor shall such adjustment give rise the Company may thereafter Issue to any rights other Person or Persons that amount of first refusal under Offered Securities or Remaining Offered Securities not purchased pursuant to the terms hereof and specified in such Offer at the price and on the terms and conditions contained in such Offer. In the event that the Company does not so consummate the Issue of the Offered Securities or the Remaining Offered Securities within 60 Business Days (x) after the expiration of the final applicable counter-notice period, in the event of a failure to give any applicable timely counter-notice, or (y) after a failure to purchase within the applicable required period if a counter-notice is duly given, the Offered Securities or Remaining Offered Securities shall again become subject to this Agreement.