Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (A) in connection with the acquisition of another Person's's business by the Company or any of its Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (B) pursuant to a Public Offering, (C) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (D) to the Company's or any Subsidiary's lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness), if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, pursuant to the exercise of warrants or otherwise, the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of securities, on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of such securities, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Executive, if he is exercising his pre-emptive rights pursuant to this Section 9, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 to the contrary, if preemptive rights arc exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements and the Chief Executive Securities Agreements for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive rights hereunder within fifteen (15) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty (60) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty (60) day period shall be reoffered to Executive pursuant to the terms of this Section 9. (d) The rights of the Executive under this Section 9 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering.

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (A) in connection with the acquisition of another Person's's business by the Company or any of its Subsidiaries or Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (B) pursuant to a Public Offering, (C) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (D) to the Company's or any Subsidiary's lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness), if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, Options (pursuant to the exercise of warrants or otherwise, ) the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount the percentage determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of such securities, on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of at such securitiestime, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Basis. Executive, if he is exercising his pre-emptive rights pursuant to this Section 9, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 to the contrary, if preemptive rights arc are exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements and the Chief Executive Securities Agreements for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive rights hereunder within fifteen (15) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty (60) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty one hundred eighty (60180) day period shall be reoffered to Executive pursuant to the terms of this Section 9. (d) The rights of the Executive under this Section 9 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering, or (iii) termination of Executive's employment with the Company or any of its Subsidiaries.

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (Ai) in connection with or to facilitate the acquisition of another Person's's business by the Company or any of its Subsidiaries or Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (Bii) pursuant to a Public Offering, (Ciii) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (Div) to the Company's or any Subsidiary's lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness), if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, Options (pursuant to the exercise of warrants or otherwise, ) the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount the percentage determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of such securities, on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of at such securitiestime, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Basis. Executive, if he is exercising his pre-emptive preemptive rights pursuant to this Section 98, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 8 to the contrary, if preemptive rights arc are exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements with other executives of the Company or its Affiliates and the Chief Executive Securities Agreements with the Company's Chief Executive Officer for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive preemptive rights hereunder within fifteen (15) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive preemptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive preemptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty one hundred eighty (60180) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty one hundred eighty (60180) day period shall be reoffered re-offered to Executive pursuant to the terms of this Section 98. (d) The rights of the Executive under this Section 9 8 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering, or (iii) the termination of Executive's employment with the Company or any of its Subsidiaries.

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (A) in connection with the acquisition of another Person's's business by the Company or any of its Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (B) pursuant to in connection with a Public Offering, (C) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (D) to the Company's or any Subsidiary's lenders (current and future) in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness), if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, Options (pursuant to the exercise of warrants or otherwise), the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount the percentage determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of securities, such securities on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of at such securitiestime, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Executive, if he is exercising his pre-emptive rights pursuant to this Section 9, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 to the contrary, if preemptive rights arc exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements and the Chief Executive Securities Agreements for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive rights hereunder within fifteen five (155) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty one hundred eighty (60180) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty one hundred eighty (60180) day period shall be reoffered to Executive pursuant to the terms of this Section 9. (d) The rights of the Executive under this Section 9 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering, or (iii) termination of Executive's employment with the Company or any of its Subsidiaries.

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (A) in connection with the acquisition of another Person's's business by the Company or any of its Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (B) pursuant to a Public Offering, (C) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (D) to the Company's or any Subsidiary's lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness), if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, Options (pursuant to the exercise of warrants or otherwise), the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount the percentage determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of securities, such securities on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of at such securitiestime, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Executive, if he is exercising his pre-emptive rights pursuant to this Section 9, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 to the contrary, if preemptive rights arc exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements and the Chief Executive Securities Agreements for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive rights hereunder within fifteen five (155) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive preemptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty one hundred eighty (60180) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty one hundred eighty (60180) day period shall be reoffered to Executive pursuant to the terms of this Section 9. (d) The rights of the Executive under this Section 9 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering, or (iii) termination of Executive's employment with the Company or any of its Subsidiaries.

Limited Preemptive Rights. (a) Except for the issuance of Shares or Options (A) in connection with the acquisition of another Person's's business by the Company or any of its Affiliates (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (B) pursuant to a Public Offering, (C) to current or future officers, employees, directors, agents or consultants of the Company or its Subsidiaries, to Affiliates of the Company (or any of their respective officers, directors, employees or agents) or to holders of the existing securities of the Company (issued by the Company), or (D) to the Company's or any Subsidiary's lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness)) or (E) pursuant to the exercise of any warrant, option or other right to acquire shares of Common Stock, if the Company authorizes the issuance and sale of any Shares (other than as a dividend on the outstanding Shares) or any Options, Options (pursuant to the exercise of warrants or otherwise), the Company shall first offer to sell to Executive a portion of such Shares or Options equal to an amount the percentage determined by multiplying (x) the amount obtained by dividing (1) the number of Executive Shares held by Executive immediately prior to the proposed issuance of securities, such securities on a Fully-Diluted Basis, by (2) the aggregate number of Shares outstanding immediately prior to the proposed issuance of at such securitiestime, on a Fully-Diluted Basis by (y) the amount of such Shares or Options being issued in the transaction; provided that Executive, if he or she is exercising his or her pre-emptive rights pursuant to this Section 9, shall, as a condition to such exercise, also be required to purchase the same proportionate amount of any other securities that the purchasers of such Shares or Options purchase in connection with the issuance of the securities subject to the preemptive rights. Notwithstanding anything in this Section 9 to the contrary, if preemptive rights arc exercised pursuant to this Section and pursuant to the preemptive rights granted under the Executive Securities Agreements and the Chief Executive Securities Agreements for an aggregate number of Shares or Options which is greater than 100% of the Shares or Options to be issued and sold by the Company, then the number of Shares that each executive, including without limitation the Executive, shall be entitled to purchase pursuant to such agreements shall be reduced, on a pro rata basis among all such executives exercising preemptive rights under such agreements, to the extent necessary such that the number of Shares and Options purchased pursuant to the preemptive rights exercised under such agreements equal the number of Shares and Options to be issued and sold by the Company. (b) Executive shall exercise Executive's pre-emptive rights hereunder within fifteen five (155) days following the receipt of written notice from the Company describing in reasonable detail the purchase price, the payment terms for the Shares or Options, the period in which the pre-emptive right hereunder is to be exercised, and Executive's percentage allotment. The Executive exercising the Executive's pre-emptive preemptive right shall execute all documentation, and take all actions, as may be reasonably requested by the Company in connection therewith. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Shares or Options which Executive has not elected to purchase during the sixty one hundred eighty (60180) day period following such expiration, on terms and conditions no more favorable to the purchasers thereof than those offered to Executive. Any Shares or Options offered or sold by the Company following such sixty one hundred eighty (60180) day period shall be reoffered to Executive pursuant to the terms of this Section 9. (d) The rights of the Executive under this Section 9 shall terminate upon the earlier of (i) consummation of a Sale of the Company, or (ii) the consummation of a Public Offering, or (iii) termination of Executive's employment with the Company or any of its Subsidiaries.