Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") until the 180th day after the Underlying Shares Registration Statement is first declared effective by the Commission, except (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case to the extent disclosed in Schedule 2.1(c) but not with respect to any amendment or modification thereof, and (iii) shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms thereof, unless (A) the Company delivers to each Purchaser a written notice (the "Subsequent Placement Notice") of its intention effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) such Purchaser shall not have notified the Company by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after its receipt of the Subsequent Placement Notice of its willingness to cause such Purchaser to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. If the Purchasers shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Company shall provide the Purchasers with a second Subsequent Placement ...
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly (including through one or more Affiliates, other than principal stockholders of the Company), without the prior written consent of the Purchasers, issue or offer to issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock in a transaction intended to be exempt or not subject to registration under the Securities Act ("Common Stock Equivalents"), at a price per share less than the then market price of the Common Stock at the time of the original issuance of such Common Stock or Common Stock Equivalent (if the holder of the Common Stock or Common Stock Equivalent so issued shall, at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, receive or be entitled to acquire shares of Common Stock at a price per share less than the market price of the Common Stock measured at the date of the original issuance of such originally issued Common Stock or Common Stock Equivalent, then such issuance shall be deemed to have occurred for less than the then such market value and such issuance shall be subject to the right of first refusal set forth in this Section) (any such issuance, a "Subsequent Placement") for a period from the Closing Date to the 180th day following the first date that the Underlying Shares Registration Statement is first declared effective by the Commission, except (i) the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, or upon grant or exercise of any stock or options to or by an officer, director, employee, agent, consultant whether or not under a plan, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) shares of Common Stock issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c) but not with respect to any amendment or modification thereof, (iii) shares of Common Stock issuable upo...
Right of First Refusal; Subsequent Registrations. Purchaser's pro rata portion of the aggregate purchase price paid by all the Purchasers for the Shares on the Closing Date, but the Company shall not be required to accept financing from the Purchasers in an amount in excess of the amount set forth in the Subsequent Placement Notice.
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the earlier to occur of the Series B Closing Date and the Series B Closing Expiration Date, except (i) the granting of options or warrants to employees, officers, directors, consultants and other service providers (but not Strategic Partners (as defined below)), and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issuable upon conversion of Preferred Stock and as payment of dividends thereon and upon exercise of the Warrants in accordance with the Certificates of Designation or the Warrants, respectively, (iv) shares of Common Stock issuable pursuant to the Private Equity Line of Credit Agreement dated March 27, 1998 between the Company and Kingsbridge Capital Limited, as described in the Company's Amendment No. 2 on Form SB-2, filed with the Commission on August 13, 1998 (but not pursuant to any amendment or modification
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the Closing Date, except (i) the granting of Common Stock options, warrants or other securities to acquire Common Stock to employees, officers and directors, and the issuance of shares upon exercise of such securities, under any stock option plan or other employee compensation plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issued upon
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities including the issuance of any debt or other instrument at any time over life thereof convertible into or exchangeable for Common Stock, or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180
Right of First Refusal; Subsequent Registrations. (a) Neither Company nor any Subsidiary shall directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any securities including the issuance of any debt or other instrument that at any time over the life thereof is convertible into or exchangeable
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of RAM, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") for a period of 180 days after the effective date of the Registration Statement covering the Shares and Underlying Shares issued in connection with the later to occur of the Tranche 1 Closing or the Tranche 2 Closing, if applicable, except as set forth in that certain Engagement Letter Agreement between the Company and RAM dated as of April 1, 1999 (the "Engagement Letter"). The Company agrees that it will deliver to the Purchasers any notices or other correspondence that it is required to deliver to RAM pursuant to Section 13 of the Engagement Letter. The Company further acknowledges that it shall not accept any waiver of any rights RAM may have pursuant to Section 13 of the Engagement Letter unless and until the Company has received a written acknowledgment of such waiver by the Purchasers.
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities or any instrument that is convertible into or exchangeable for Common Stock in a transaction not registered under the Securities Act (a "Subsequent Placement") for a period of 12 months after the Closing Date, except (i) the granting of options or warrants to employees, officers and directors, and the issuance of shares upon exercise of options granted, by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities of the Company in each case disclosed in Schedule 2.1(c), (iii) shares of Common Stock issued upon conversion of Shares, as payment of dividends thereon, or upon exercise of the Warrant in accordance with their respective terms, (iv) securities issued by the Company in connection with acquisitions of non-affiliated entities and in connection with the transactions disclosed under the heading "Other Contractual Commitments" on Schedule 2.1(c), in the amounts set forth under such heading, (v) issuances of up to an aggregate of 250,000 shares of Common Stock to holders of Company issued warrants disclosed in Schedule 2.1(c) in connection with redemptions thereof, and (vi) placements of securities that are not subject to the registration requirements of the Securities Act to either General Cinema Corporation, Pegasus Investors, L.P., Xxxx Xxxxxx or any of their respective Affiliates so long as any such placements that are comprised in whole or in part of securities as are convertible or exchangeable for Common Stock are not so convertible or exchangeable prior to the earlier to occur of (x) the 120th day following the date upon which the Purchaser can initially convert the Shares pursuant to the Certificate of Designation and (y) such time as at least 85% of the Shares have been converted (the earlier to occur of (x) and (y) above, hereinafter referred to as the "Disposition Event"), and, provided, further, that if such placement consists of a sale of Common Stock, no disposition by the holder thereof may occur until the occurrence of the Disposition Event, unless, in any such case, (A) the Company delivers to the Purchaser a writte...
Right of First Refusal; Subsequent Registrations. (a) The Company shall not, directly or indirectly (including through one or more Affiliates, other than principal stockholders of the Company), without the prior written consent of the Purchasers, issue or offer to issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock in a transaction intended to be exempt or not subject to registration under the Securities Act ("Common Stock Equivalents"), at a price per share less than the then market price of the Common Stock at the time of the original issuance of such Common Stock or Common Stock Equivalent (if the holder of the Common Stock or Common Stock
