Common use of Issuance of New Securities Clause in Contracts

Issuance of New Securities. Subject to Section 3.5, in the event the Investors timely deliver a Purchase Notice, then the issuance or Transfer of New Securities set forth in the Purchase Notice delivered by the Investors shall take place no later than 60 days after the date of the Offer Notice and, except as otherwise agreed in writing between the Company and the Investors, concurrent with the issuance of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased by the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article III.

Issuance of New Securities. Subject (a) The Issuer shall, pursuant to Section 3.5the Registration Rights Agreement, issue New Securities under this Second Supplemental Indenture, issuable in substantially the form of Exhibit A hereto, having identical terms in all respects as the Securities except that (i) interest on the New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) the New Securities shall not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the event New Securities; provided that the Investors timely deliver a Purchase Notice, then the issuance or Transfer of Securities and any New Securities set forth in issued under this Second Supplemental Indenture will be treated as a single series for all purposes under the Purchase Notice delivered by Indenture and this Second Supplemental Indenture and shall vote together as one class on all matters with respect to the Investors shall take place no later than 60 days after the date of the Offer Notice and, except as otherwise agreed in writing between the Company Securities and the Investors, concurrent with the issuance of New Securities. (b) The New Securities shall not constitute Transfer Restricted Securities and shall not bear the Restricted Securities Legend.. The Exchange Offer shall enable each Holder electing to other Person(s), if any, participating in such issuance or Transfer of exchange Securities for New Securities, and provided that such Holder (i) is not an Affiliate of the number of Issuer, (ii) acquires the New Securities issued in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to Persons other than participate in the Investors shall be no greater than distribution of the number of New Securities described and (iv) is not prohibited by any law or policy of the SEC from participating in the Offer Notice minus the number of Exchange Offer, to trade such New Securities elected to be purchased by from and after their receipt without any limitations or restrictions under the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article IIIAct.

Issuance of New Securities. Subject (a) The Issuer shall, pursuant to Section 3.5the Registration Rights Agreement, issue New Securities under this Supplemental Indenture, issuable in substantially the form of Exhibit A hereto, having identical terms in all respects as the Securities except that (i) interest on the New Securities shall accrue from the last date on which interest was paid on the Securities for which the New Securities were exchanged or, if no such interest has been paid, from the date from which any interest on the Securities first began to accrue, (ii) the New Securities shall not contain restrictions on transfer and (iii) any additional interest provisions applicable to the Securities shall not be contained in the event New Securities; provided that the Investors timely deliver a Purchase Notice, then the issuance or Transfer of Securities and any New Securities set forth in issued under this Supplemental Indenture will be treated as a single series for all purposes under the Purchase Notice delivered by Indenture and this Supplemental Indenture and shall vote together as one class on all matters with respect to the Investors shall take place no later than 60 days after the date of the Offer Notice and, except as otherwise agreed in writing between the Company Securities and the Investors, concurrent with the issuance of New Securities. (b) The New Securities shall not constitute Transfer Restricted Securities and shall not bear the Restricted Securities Legend.. The Exchange Offer shall enable each Holder electing to other Person(s), if any, participating in such issuance or Transfer of exchange Securities for New Securities, and provided that such Holder (i) is not an Affiliate of the number of Issuer, (ii) acquires the New Securities issued in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to Persons other than participate in the Investors shall be no greater than distribution of the number of New Securities described and (iv) is not prohibited by any law or policy of the SEC from participating in the Offer Notice minus the number of Exchange Offer, to trade such New Securities elected to be purchased by from and after their receipt without any limitations or restrictions under the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article IIIAct.

Issuance of New Securities. Subject (a) Each holder of Series A Convertible Preferred (the "Holder") shall have the right of first refusal to Section 3.5purchase all or any portion of its Pro Rata Share (as hereinafter defined) of any New Securities (as hereinafter defined) that the Corporation may propose, in from time to time, to issue after the event first date of issuance of the Investors timely deliver a Purchase NoticeNew Securities. (b) If the Corporation proposes to undertake an issuance of New Securities, then it shall give each Holder written notice of its intention, describing the issuance type of New Securities, the price, and the general terms and conditions upon which the Corporation proposes to issue the same. Each Holder shall have twenty (20) days from the delivery of such notice to agree to purchase all or Transfer any portion of its Pro Rata Share of New Securities set forth for the price and upon the terms and conditions specified in the Purchase Notice delivered notice by giving written notice to the Investors shall take place no later than 60 days after Corporation and stating therein the date of the Offer Notice and, except as otherwise agreed in writing between the Company and the Investors, concurrent with the issuance quantity of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased by such Holder. At or prior to the Investors end of thirty (30) days following the exercise or expiration of all rights to purchase New Securities under this Section 6(b) (or if later, at or prior to the closing of the transaction to sell any such New Securities to a party other than a Holder), any Holder that has exercised its right hereunder shall pay for the New Securities it has agreed to purchase or advise the Corporation that it is not able to purchase such New Securities. (c) If the Holders fail to exercise their right to purchase any New Securities or fail to complete the purchase of any New Securities in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms time set forth in Section 6(b), the related Offer Notice, and Corporation shall have sixty (60) days thereafter to issue such New Securities issued to any other Person(s) shall be at a price and on other upon general terms and conditions not no more favorable to such Person(s) the purchasers thereof than those offered specified in the Corporation's notice to the Investors Holders pursuant to Section 6(b). If the Corporation has not sold the New Securities within such sixty (60) days, the Corporation shall not thereafter issue or sell any New Securities without first offering such New Securities to the Holders in the related Offer Noticemanner provided in this Section 6. (d) No Holder may assign its rights under this Section 6, except to an affiliate of such Holder. (e) The rights established by this Section 6 shall terminate upon the closing of, and shall not be applicable to, the Qualified Public Offering. (f) As used herein, "New Securities" means any stock or similar security, including without limitation securities containing equity features and securities containing profit participation features, or any security convertible or exchangeable, with or without consideration, into any stock or similar security, or any security carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right. No Notwithstanding the foregoing, "New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article IIISecurities" does not include Exempted Securities.

Issuance of New Securities. Subject (a) If the Company proposes to offer New Securities to any Person after the date hereof, the Company shall, before such offer, deliver to each Equityholder an offer (the “Offer”) to issue to the Equityholders such New Securities upon the terms set forth in this Section 3.5, in 6.4. The Offer shall state that the event Company proposes to issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of thirty (30) days (the Investors timely deliver “First Offer Period”) from the date of its delivery. Each Equityholder may accept the Offer by delivering to the Company a notice (the “Purchase Notice, then ”) within the issuance or Transfer First Offer Period. The Purchase Notice shall state the number (the “First Offer Number”) of New Securities set forth in such Equityholder desires to purchase. If the sum of all First Offer Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Equityholders that delivered a Purchase Notice delivered by in accordance with their respective pro rata ownership on a Fully-Diluted Basis (based on the Investors shall take place no later than 60 days after aggregate number of shares of Common Stock and Share Equivalents (that are then exercisable) outstanding at the date time of the Offer Notice andand held by all Equityholders). If the number of New Securities exceeds the sum of all First Offer Numbers, except as otherwise agreed in writing between the Company shall notify each Equityholder delivering a Purchase Notice within the First Offer Period, and each such Equityholder may, within five (5) days of receiving such notice, delivery to the InvestorsCompany an updated notice stating the additional number (the “Second Offer Number”) of New Securities such Equityholder desires to purchase. If the sum of all First Offer Numbers and Second Offer Numbers exceeds the number of New Securities, concurrent the New Securities shall be allocated among the Equityholders that delivered a Purchase Notice in accordance with their respective pro rata ownership on a Fully-Diluted Basis (based on the aggregate number of shares of Common Stock and Share Equivalents (that are then exercisable) outstanding at the time of the Offer and held by all Equityholders). If, in connection with the Company’s offering of New Securities, the participants in such new offering are purchasing debt or equity securities (other than the New Securities), then, if the Company requests, the Equityholders must, in order to exercise the preemptive rights under this Section 6.4, also purchase such other securities in the same proportionate strips as they are being purchased in such offering (on the same price and otherwise on the same terms). The issuance of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors Equityholders who delivered a Purchase Notice shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased made on a business day, as designated by the Investors in the related Purchase Notice. In the event that the Investors do Company, not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later less than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article III.ten