Right of First Refusal for New Securities. (a) The Company hereby grants to each of the Stockholders that is an Accredited Investor as of the time of any offer or sale of New Securities (as defined below) a right of first refusal to purchase any New Securities that the Company may, from time to time, propose to issue and sell. Such right of first refusal shall allow each Stockholder to purchase its Pro Rata Share (as defined below) of the New Securities proposed to be issued. In the event a Stockholder does not purchase any or all of its Pro Rata Share of New Securities, each of the remaining Stockholders who has purchased its entire Pro Rata Share of New Securities shall have the right to purchase its Pro Rata Share (determined at such time) of such unpurchased New Securities until all of the New Securities are purchased, or until no other Stockholder desires to purchase any additional New Securities, in which case the Company may sell such unpurchased New Securities to prospective purchasers on the terms described in the New Issue Notice (as defined below) for a period of 120 days, but thereafter may sell additional New Securities only after delivering another New Issue Notice as described in Section 4.05(c) below. The right of first refusal granted hereunder with respect to an issue of New Securities (but no subsequent issue of New Securities) shall terminate if unexercised within 15 business days after receipt of the notice described in Section 4.05(c) below.
Right of First Refusal for New Securities. (a) The Company hereby grants to each of the Shareholders a right of first refusal to purchase New Securities (as defined below) which the Company may, from time to time, propose to issue and sell. Such right of first refusal shall allow each Shareholder to purchase its pro rata share of the New Securities proposed to be issued based on the percentage ownership of such Shareholder before the proposed issuance of New Securities. In the event a Shareholder does not purchase any or all of its pro rata share based on its percentage ownership of New Securities, the remaining Shareholders shall each have the right to purchase its pro rata share based on its percentage ownership of such unpurchased New Securities until all of the New Securities are purchased or until no other Shareholder desires to purchase any more New Securities. The right of first refusal granted hereunder shall terminate if unexercised within 30 calendar days after receipt of the New Securities Notice described in Section 4.1(c) below.
Right of First Refusal for New Securities. (a) The Company hereby grants to each of the Stockholders a right of first refusal to purchase shares of any New Securities (as defined below) which the Company may, from time to time, propose to issue and sell. Such right of first refusal shall allow each Stockholder to purchase a pro rata portion of the shares of Common Stock, Preferred Stock or Warrants as may be included in the New Securities proposed to be issued, determined with reference to the aggregate number of outstanding shares of Common Stock (including all Warrant Stock) or Preferred Stock (as the case may be) held by such Stockholder before the proposed issuance of New Securities. In the event a Stockholder does not purchase any or all of its pro rata portion of New Securities, the remaining Stockholders shall have the right to purchase such unpurchased New Securities or respective pro rata portion until all of the New Securities are purchased or until no other Stockholder desires to purchase any more New Securities. The right of first refusal granted hereunder shall terminate if unexercised within 30 calendar days after receipt of the notice described in Section 5.5(c) below.
Right of First Refusal for New Securities. (a) The Company hereby grants to the Purchaser a right of first refusal to purchase shares of any New Securities (as defined below) which Company may, from time to time, propose to sell and issue. Such right of first refusal shall allow Purchaser to purchase a pro rata portion of the New Securities proposed to be issued, determined with reference to the aggregate number of outstanding shares of Common Stock held by the Purchaser or its permitted transferees before the proposed issuance of New Securities. The right
Right of First Refusal for New Securities. (a) The Company hereby grants to the Securityholders a pro rata right of first refusal to purchase shares of any New Securities (as defined below) which the Company may, from time to time, propose to sell and issue. Such right of first refusal shall allow each Securityholder to purchase a pro rata portion of the shares of Stock or Stock Rights or other securities as may be included in the New Securities proposed to be issued. Such pro rata portions shall be determined by reference to the aggregate number of shares of (i) Fully Diluted Common Stock in the case of issuances to the First Reserve Stockholders or any of their affiliates or (ii) outstanding Common Stock in the case of issuances to Persons other than to the First Reserve Stockholders or any of their affiliates, as the case may be, owned in each case by each Securityholder (including the First Reserve Stockholders) before the proposed issuance of New Securities. The right of first refusal granted hereunder shall terminate if unexercised within thirty (30) days after receipt of the notice described in Section 5.3(c) below.
Right of First Refusal for New Securities. (a) Subject to ----------------------------------------- the limitations set forth in Section 7.1(b) below, the Company hereby grants to each Stockholder the right of first refusal to purchase a pro rata portion of any New Securities (as defined in this Section 7) which the Company may, from time to time, propose to sell and issue. A Stockholder's pro rata share, for purposes of this Section 7 is the ratio that the number of Shares held by such Stockholder at the time of the issuance of the New Securities bears to the total number of Common Stock and Preferred Stock then outstanding (on a fully diluted basis and an as converted to Common Stock basis).
(b) Notwithstanding any other provision of this Section 7, the Company hereby grants to HSN the right of first refusal to purchase such additional portion of any New Securities (the "HSN Securities") as will enable HSN to hold up to the then effective HSN Maximum Percentage (as defined below) of the capital stock of the Company outstanding immediately after the issuance or sale of the New Securities (on an fully diluted basis and an as converted to Common Stock basis). Notwithstanding the foregoing, the percentage of New Securities subject to HSN's right of first refusal shall not exceed 80% of the New Securities sought to be sold by the Company. In the event that HSN's election of its right of first refusal under this Section 7.1(b) results in the purchase by HSN of more than its pro rata share of the New Securities, each Stockholder other than HSN hereby agrees and acknowledges that such Stockholder's share of New Securities shall be decreased proportionally (based on the ratio of the number of Shares held by such Stockholder to the number of Shares held by all Stockholders other than HSN) by such excess amount. A reduction of any Stockholder's pro rata share pursuant to this Section 7.1(b) shall only be applicable to the issuance of New Securities with respect to which such reduction is made. For purposes of this Section 7, the "HSN Maximum Percentage" shall initially equal 14.9% and may not exceed 14.9% regardless of whether HSN is permitted to acquire more than 14.9% of the Company's stock pursuant
Right of First Refusal for New Securities. The Company hereby agrees that the Purchasers shall have such rights of first refusal to purchase New Securities (as defined in the Stockholders’ Agreement) as are set forth in the Stockholders’ Agreement as of the date hereof and that such rights shall not be modified, amended or waived with respect to the Warrant Shares or Purchasers rights with respect thereto without the prior written consent of Purchasers.
Right of First Refusal for New Securities. (a) Company hereby grants to Purchaser a right of first refusal to purchase shares of any New Securities (as defined below) which Company may, from time to time, propose to sell and issue. Such right of first refusal shall allow Purchaser to purchase a pro rata portion of the New Securities proposed to be issued, determined with reference to the aggregate number of outstanding shares of Common Stock and/or Convertible Preferred Stock (determined on an as converted basis) and/or Warrants (assuming the exercise of the then exercisable Warrants) held by Purchaser or its permitted transferees before the proposed issuance of New Securities. The right of first refusal granted hereunder shall terminate if unexercised within 10 Business Days after receipt of the notice described in Section 2(c) hereof.
Right of First Refusal for New Securities. (a) The Company hereby grants to each Purchaser a right of first refusal to purchase shares of any New Securities (as defined below) which the Company may, from time to time during the time period beginning on the date of this Agreement and ending on August 20, 2001, propose to sell and issue. Such right of first refusal shall allow each Purchaser to purchase its Proportionate Share (as defined below) of the New Securities proposed to be issued, determined with reference to the aggregate number of outstanding shares of Common Stock (taking into account all shares of Common Stock issuable upon exercise of the Warrants) held by the Purchasers or their permitted transferees before the proposed issuance of New Securities. In the event that any Purchaser shall not purchase any or all of its Proportionate Share of New Securities, the other Purchasers shall have the right to purchase such unpurchased New Securities, as described below. The right of first refusal granted hereunder with respect to a particular offer of New Securities shall terminate as to a particular Purchaser if such Purchaser's right shall not be exercised within 10 Business Days after receipt of the notice described in Section 5(c) hereof. The Purchasers may reallocate their right of first refusal among themselves. "Business Day" shall ------------ mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York.
Right of First Refusal for New Securities. (a) The Company hereby grants to each of the Shareholders a right of first refusal to purchase any New Securities (as defined below) which the Company may, from time to time, propose to issue and sell. Such right of first refusal shall allow each Shareholder to purchase its Common Pro Rata Share (determined immediately prior to such issuance and sale of New Securities) of the New Securities proposed to be issued. In the event a Shareholder does not purchase any or all of its Common Pro Rata Share of New Securities, each of the remaining Shareholders shall have the right to purchase its Common Pro Rata Share (determined at such time) of such unpurchased New Securities until all of the New Securities are purchased or until no other Shareholder desires to purchase any additional New Securities. The right of first refusal granted hereunder shall terminate if unexercised within 15 calendar days after receipt of the notice described in Section 4.6(c) below.
