Offer to Qualified Holders. If, after the date hereof, the Company authorizes the issuance or sale of any New Securities to any Investor, the Company shall, as provided in this Section 5, offer to sell to Executive his Pro Rata Allotment of such New Securities. Executive shall be entitled to purchase all or any portion of his Pro Rata Allotment of such New Securities on economic terms that are at least as favorable as the economic terms for such New Securities that are to be offered to the Investors; provided that if the Investors acquiring the New Securities are also required to purchase other securities of the Company, Executive shall also be required to purchase the same strip of securities (on at least as favorable economic terms and conditions) that the Investors are required to purchase. Any New Securities purchased by Executive pursuant to this Section 5 shall be deemed Executive Capital Units for the purposes of this Agreement. For purposes of this Section 5, “Pro Rata Allotment” shall mean the quotient determined by dividing (i) the number of Executive Capital Units (other than Restricted Units) held by Executive at such time, by (ii) the number of Capital Units (other than Restricted Units) then issued and outstanding at such time.
Offer to Qualified Holders. If, after the date hereof, the Company authorizes the issuance or sale of any New Securities to any Person, the Company shall, as provided in this Section 8.11, offer to sell to each holder of at least 2% of the outstanding Residual Units who is an "accredited investor" as defined under Rule 501 of Regulation D of the Securities Act (each, a "Qualified Holder") such Qualified Holder's Pro Rata Allotment of such New Securities. Each Qualified Holder shall be entitled to purchase all or any portion of such Qualified Holder's Pro Rata Allotment of such New Securities on economic terms that are at least as favorable as the economic terms for such New Securities that are to be offered to such Person; provided, that if such Person acquiring the New Securities are also required to purchase other securities of the Company, the Qualified Holders exercising their rights pursuant to this Section 8.11 shall also be required to purchase the same strip of securities (on at least as favorable economic terms and conditions) that such Person is required to purchase. For purposes of this Agreement, a Qualified Holder's "Pro Rata Allotment" shall mean the quotient determined by dividing (i) the number of Class B Units held by such Qualified Holder at such time, by (ii) the sum of the number of Class B Units then issued and outstanding at such time; provided, that if a Class B Unit is subject to vesting and has not vested, then each such Class B Unit shall be excluded from any determination of Pro Rata Allotment as described in the foregoing clauses (i) and (ii) of this Section 8.11(a).
Offer to Qualified Holders. For so long as Purchaser holds at least the number of shares of Preferred Stock and/or an equivalent number of shares of Underlying Common Stock (as adjusted for stock splits, reverse stock splits, stock dividends, and similar actions affecting such Preferred Stock, as applicable) equal to the Minimum Ownership Condition, if the Company or any of its Subsidiaries authorizes the issuance or sale of any New Securities (other than (i) pursuant to the granting or exercise of stock options or other equity-based awards pursuant to any Qualified Incentive Plan, (ii) issuances made as consideration in the acquisition of assets or securities of another unaffiliated business or Person approved by the Board by means of merger, purchase of securities, purchase of all or substantially all of the assets of such business or Person or reorganization resulting in the ownership by the Company directly or indirectly of not less than a majority of the voting power of such business or Person, (iii) issuances upon conversion of, or as a dividend on, any convertible or exchangeable securities of the Company issued either (A) pursuant to the transactions contemplated hereby or (B) prior to the date hereof and (iv) issuances as part of a bona fide public offering pursuant to a registration statement under the Securities Act underwritten on a firm commitment basis), the Company shall first offer to sell to each holder of Underlying Common Stock (a “Qualified Holder”) such Qualified Holder’s pro rata allotment of such New Securities equal to the number of New Securities to be issued or sold multiplied by the quotient determined by dividing (i) the number of shares of Underlying Common Stock held by such holder at such time, by (ii) the number of shares of Common Stock then issued and outstanding (assuming conversion of all outstanding shares of Preferred Stock). Each Qualified Holder shall be entitled to purchase all or any portion of such Qualified Holder’s pro rata allotment of such New Securities on the same price and same terms and conditions as such New Securities are to be offered to other Persons; provided that if other Persons acquiring the New Securities are also required to purchase other securities of the Company, the Qualified Holders exercising their rights pursuant to this Section 6.8 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 payable for the New...
