Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. If after the date of this Agreement, Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change of Control) at any time that any Purchaser holds any Common Stock of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of Parent outstanding (on a Fully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parent. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, Parent will be free to sell such stock or securities that Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock Newly Issued Securities (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering a Public Offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change an acquisition of Controla business as a going concern) at any time that any Purchaser holds any Common Stock of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (ia) the number of shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (iib) the number of shares of Common Stock of Parent then outstanding (on a Fully Diluted Basisfully diluted basis). For purposes of clause (iib) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parent. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, Parent will be free to sell such stock or securities that which Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, Parent IGI authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or offering, the issuance of such securities in exchange for the securities or assets of another Person as a part of Change an acquisition of Controla business as a going concern, or the grant of options or rights to acquire no more than fifteen percent (15%) of shares of Common Stock, on a Fully Diluted Basis, pursuant to an employee stock option plan) at -45- 50 any time that any Purchaser holds any Common Stock of Parent or Warrants, Parent IGI will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of Parent outstanding (determined on a Fully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of ParentStock. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent IGI describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s 's percentage allotment. Upon the expiration of such period of thirty (30) days, Parent IGI will be free to sell such stock or securities that Purchasers have which Purchaser has not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to PurchasersPurchaser. Any stock or securities offered or sold by Parent IGI after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.110.1. Any stock or securities purchased by a Purchaser from Parent IGI pursuant to this Section 11.1 10.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, Parent the Company authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change an acquisition of Controla business as a going concern, or other than the issuance of any Preferred Stock to Purchasers as a dividend-in-kind) at any time that any Purchaser holds any Common Stock or Warrants of Parent or Warrantsthe Company, Parent the Company will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Parent the Company and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of Parent the Company outstanding (on a Fully Diluted Basisfully diluted basis). For purposes of clause (ii) above, a share of Common Stock of Parent the Company acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent the Company shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parentthe Company. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent the Company describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, Parent the Company will be free to sell such stock or securities that which Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent the Company after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent the Company pursuant to this this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, Parent Topco authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Company Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change of Control) at any time that any Purchaser holds any Common Stock of Parent or Company Warrants, Parent Topco will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Parent Topco and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of Parent outstanding (on a Fully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Fair Market Price Value of a share of Common Stock of ParentStock. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty twenty (3020) days after receipt of written notice from Parent Topco describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty twenty (3020) days, Parent Topco will be free to sell such stock or securities that Purchasers have not elected to purchase during the one hundred twenty ninety (12090) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent Topco after such one hundred twenty ninety (12090) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent Topco pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.