Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof 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 dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Executive Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Executive 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.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof 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 dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Executive Director Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Executive Director Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Executive Director 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.