Limited Rights of First Refusal. (i) If the Company authorizes the issuance or sale of any Common Stock (or any securities containing options or rights to acquire any Common Stock), other than an Exempt Issuance (as defined below), the Company shall first offer to sell to each holder of Purchaser Securities a portion of the securities to be issued equal to the number of securities to be issued multiplied by the quotient obtained by dividing (a) the number of Purchaser Securities held by such holder, by (b) the sum of the total number of Purchaser Securities then in existence plus the total number of shares of Common Stock (other than Purchaser Securities) then outstanding (assuming exercise or conversion of all convertible securities and rights to acquire Common Stock then exercisable or convertible into Common Stock). Each such holder shall be entitled to purchase such securities at the most favorable price and on the most favorable terms as such securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such securities are required to also purchase other securities of the Company, the holders exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all securities offered to such holders hereunder shall be payable in cash.
Limited Rights of First Refusal. If the Company shall issue any equity securities, options therefor or securities convertible or exercisable for equity securities (each an “Equity Security” and together, “Equity Securities”), each Founder, each holder of at least 500,000 shares of Series D Preferred Stock (each a “Series D Holder”) and each Major Stockholder shall be entitled to purchase a portion of such Equity Securities to be issued equal to the aggregate number of such Equity Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock held by such Founder, Series D Holder or Major Stockholder (assuming full conversion of all shares of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and full exercise of all Common Warrants), and the denominator of which is the aggregate number of shares of Common Stock of the Company then outstanding (assuming full conversion of all shares of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and full exercise of all Common Warrants); provided, that such limited rights of first refusal shall not apply to: (a) issuances of Equity Securities pursuant to the conversion of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company; (b) issuances of Equity Securities to officers, directors or employees of, or consultants to, the Company as compensation for services, directly or pursuant to a stock option plan or a restricted stock purchase plan, in each case as approved by at least two-thirds of all of the members of the Board of Directors, including at least one Austin Ventures Director (as defined in the Third Amended and Restated Voting Agreement, dated as of the date hereof (the “Voting Agreement”), among the Company and certain stockholders of the Company) and one Series B Director (as defined in the Voting Agreement); (c) issuances of Equity Securities to banks, savings and loan associations, equipment lessors or other similar lending institutions in connection with working capital or other credit facilities or equipment financing to the Company; (d) issuances of Equity Securities as a dividend or distribution on Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock or to all...
Limited Rights of First Refusal i. If the Company 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 an Exempt Issuance (as defined below), the Company shall first offer to sell to each holder of Purchaser Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Purchaser Common Stock held by such holder by (2) the sum of the total number of shares of Purchaser Common Stock then in existence and the total number of shares of Common Stock (other than Purchaser Common Stock) then outstanding. Each holder of Purchaser Common 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; provided that if all Persons entitled to purchase or receive such -------- stock or securities are required to also purchase other securities of the Company, the holders of Purchaser Common Stock exercising their rights pursuant to this Section shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of Purchaser Common Stock shall be payable in cash or, to the extent otherwise required hereunder, notes issued by such holders.
Limited Rights of First Refusal. (i) Except for issuances of Common Stock (a) to the Issuer's employees or other service providers pursuant to the 1998 Stock Purchase and Option Plan for Key Employees of KMC Telecom Holdings, Inc. and Affiliates, as amended, or any other board-approved equity issuance to the employees or service providers, (b) upon the exercise or conversion of any securities outstanding on the Closing Date, (c) for consideration other than cash, (d) to lessors of the Issuer (e) to providers of debt financing, or (f) pursuant to a public offering registered under the Securities Act, and except for issuances of Series G Preferred Shares pursuant to Section 2.04, if the Issuer 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 Issuer shall first offer to sell to each holder of Underlying Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Underlying Common Stock held by such holder by (2) the sum of the total number of shares of Underlying Common Stock and the number of shares of Common Stock outstanding on a fully diluted basis which are not shares of Underlying Common Stock. Each holder of Underlying Common 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; provided that, at the request of any holder of Underlying Common Stock, the Issuer shall offer to such holder stock or securities which have no voting rights (other than as required by applicable law) and which are convertible into voting securities at the option of the holder but which are otherwise identical to the stock or securities being offered. The purchase price for all stock and securities offered to the holders of the Underlying Common Stock shall be payable in cash.
