Common use of No Rights Agreement Clause in Contracts

No Rights Agreement. From and after the date hereof and, from the after the Closing, for so long as the Purchaser, together with its Affiliates, continues to own in the aggregate 4.9% or more of all of the issued and outstanding shares of Common Stock (provided that, in making such calculation, (A) the numerator shall be equal to the number of shares of Common Stock then owned by the Purchaser (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by the Purchaser are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), and (B) the denominator shall be equal to (1) the number of shares of Common Stock then owned by all shareholders (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by all shareholders are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), minus (2) the number of shares of Common Stock (counting for such purposes all shares of Common Stock into which any shares of Nonvoting Preferred Stock are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock) issued by the Company following the Closing Date to Persons other than Purchaser and its Affiliates in connection with any issuance in which the Purchaser or its Affiliates (or any permitted assignee of Purchaser or its Affiliates under Section 6.5) was not offered (whether before such issuance or, in the case of an Expedited Issuance, following such issuance) the right to purchase its Pro Rata Portion of such Common Shares in accordance with Section 4.16) (the “Qualifying Ownership Interest”), the Company shall not enter into any poison pill agreement, shareholders’ rights plan or similar agreement that shall limit the rights of the Purchaser and its Affiliates to hold any shares of Common Stock or acquire additional securities of the Company unless such poison pill agreement, shareholders’ rights plan or similar agreement grants an exemption or waiver to the Purchaser and its Affiliates and associates and any group in which the Purchaser may become a member, immediately effective upon execution of such plan or agreement, that would allow the Purchaser and its Affiliates and associates to acquire such additional securities of the Company.

No Rights Agreement. From and after the date hereof and, from through such time during which the after the Closing, for so long as the PurchaserInvestor, together with its Affiliates, continues to own and, for purposes of this Section 5.1, persons who share a common discretionary investment advisor with the Investor, in the aggregate 4.9own 5.0% or more of all of the issued and outstanding shares of Common Stock (provided that, in making such calculation, (A) the numerator shall be equal to the number of shares of Common Stock then owned by the Purchaser (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by the Purchaser are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), and (B) the denominator shall be equal to (1) the number of shares of Common Stock then owned by all shareholders (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by all shareholders are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), minus (2) the number of shares of Common Stock (counting for such purposes all shares of Common Stock into or for which any shares of Nonvoting Preferred Stock any securities owned by the Investor are directly or indirectly convertibleconvertible or exercisable, without regard which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock which itself is issuable upon conversion of shares of Series B Preferred Stock to any limitations on conversion that may apply be issued hereunder, upon exercise of the Warrants, pursuant to the terms Other Securities Purchase Agreements or upon exercise of the Nonvoting Preferred Stock) Other Warrants shall be included in both the numerator and denominator, and all Common Shares issued by the Company following after the Closing Date to Persons other than Purchaser and its Affiliates in connection with any an issuance in which the Purchaser or its Affiliates Investor (or any a permitted assignee of Purchaser or its Affiliates under Section 6.56.8) was not offered (whether before such issuance or, in the case of an Expedited Issuance, following such issuance) the right to purchase its Pro Rata Portion pro rata portion of such Common Shares in accordance with Section 4.165.14 shall be excluded from the denominator) (the “Qualifying Ownership Interest”), the Company shall not enter into any poison pill agreement, shareholders’ rights plan or similar agreement that shall limit the rights of the Purchaser Investor and its Affiliates and associates to hold any shares of Common Stock or Non-Voting Common Stock or acquire additional securities of the Company unless such poison pill agreement, shareholders’ rights plan or similar agreement grants an exemption or waiver to the Purchaser Investor and its Affiliates and associates and any group in which the Purchaser Investor may become a member, immediately effective upon execution of such plan or agreement, that would allow the Purchaser Investor and its Affiliates and associates to acquire such additional securities of the Company. In addition, the Company agrees that any poison pill agreement, shareholders’ rights plan or similar agreement referred to in the preceding sentence shall provide to holders of Non-Voting Common Stock rights no less favorable than those granted to the holders of the Common Stock of the Company.