Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 4.1, to Bioject the right of first refusal to purchase all or any part of Bioject's pro rata share of the New Securities (as defined in Section 4.1(b)) which the Company may, from time to time, propose to sell and issue. Bioject may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of Bioject ("Bioject's Pro Rata Share"), for purposes of this right of first refusal, is (except as set forth in paragraph 4.1(e) below) the ratio of the total number of shares of Common Stock held by Bioject, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which any outstanding shares of Preferred Stock are convertible).
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.2, to each Major Investor the right of first refusal to purchase all or any part of such Major Investor's pro rata share of the New Securities (as defined in Section 3.2(b)) which the Company may, from time to time, propose to sell and issue. The Major Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Major Investor, for purposes of this right of first refusal, is the ratio of the total number of shares of Conversion Stock held by such Major Investor to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Conversion Stock, shares of Common Stock issuable upon exercise of outstanding options and warrants, and any shares of Common Stock reserved for future issuance under an employee benefit or similar plan approved by the Board of Directors).
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.1, to each Investor who holds in the aggregate at least 500,000 shares of Common Stock issuable or issued upon conversion of Series B Preferred Stock and Series C Preferred Stock the right of first refusal to purchase all or any part of such Investor's pro rata share of the New Securities (as defined in Section 3.1(b)) that the Company may, from time to time, propose to sell and issue. The Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first refusal, is the ratio of the total number of shares of Common Stock issued or issuable upon conversion of Series B Preferred Stock and Series C Preferred Stock held by such Investor, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Preferred Stock are convertible). If not all eligible Investors elect to purchase their pro rata share of the New Securities, then the Company shall promptly notify in writing the eligible Investors who do so elect and shall offer such eligible Investors the right to acquire such unsubscribed shares. If all such eligible Investors entitled to such notice, in the aggregate, choose to purchase more than the unsubscribed shares, then such unsubscribed shares shall be allocated among the eligible Investors pro rata on the basis of the number of shares of Common Stock issuable or issued upon conversion of Series B Preferred Stock and Series C Preferred Stock owned by such eligible Investors. For purposes of this Section 3.1, if any "investment company" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) together with other investment companies advised by the same investment advisor holds more than 500,000 shares of Common Stock issuable or issued upon conversion of Series B Preferred Stock and Series C Preferred Stock then each such investment company shall have the rights described in this Section 3.1.
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.1, to each Major Holder the right of first refusal to purchase all or any part of such Major Holder’s pro rata share of the New Securities (as defined in Section 3.1(b)) which the Company may, from time to time, propose to sell and issue. The Major Holders may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Major Holder, for purposes of this right of first refusal, is (except as set forth in Section 3.1(e) below) the ratio of the total number of shares of Common Stock held by such Major Holder, including any shares of Common Stock into which shares of Preferred Stock (assuming for the purposes of this calculation, the exercise of the Series C Warrants held by such Major Holder) held by such Major Holder are convertible to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Preferred Stock are convertible, assuming for the purposes of this calculation, the exercise of the Series C Warrants).
Right of First Refusal Upon Issuances of Securities by the Company. (a) Subject to the preferential rights provided to NBC Multimedia, Inc. pursuant to Section 5 hereof, the Company hereby grants, on the terms set forth in this Section 3.1, to each Series B, Series C and Series D Investor the right of first refusal to purchase all or any part of such Series B, Series C and Series D Investor's pro rata share, respectively, of the New Securities (as defined in Section 3.1(b)) which the Company may, from time to time, propose to sell and issue. The Series B, Series C and Series D Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Series B, Series C or Series D Investor, respectively, for purposes of this right of first refusal, is the ratio of the total number of shares of Common Stock held by such Series B, Series C or Series D Investor, respectively, including any shares of Common Stock into which shares of Series B, Series C or Series D Stock held by such Series B, Series C or Series D Investor are convertible, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Series B, Series C or Series D Stock are convertible); provided, however, in the event the Company proposes to enter into any transaction for the sale of New Securities that would result in a change of control in 50% or more of the voting securities of the Company, the pro rata share of each Series B, Series C or Series D Investor shall be the ratio of the total number of shares of Series B, Series C or Series D Stock held by such Series B, Series C or Series D Investor, respectively, including any shares of Common Stock into which shares of Series B, Series C or Series D Stock held by such Series B, Series C or Series D Investor have been converted, to the total number of shares of Series B, Series C and Series D Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common stock into which outstanding shares of Series B, Series C or Series D Stock have been converted.)
Right of First Refusal Upon Issuances of Securities by the Company. The right of first refusal granted under this Section is assignable by any Purchaser to any transferee of a minimum of 75,000 Shares or Conversion Stock or to any transferee who is a constituent partner or affiliate of the transferor. 4.
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.1, to each Investor who (with affiliates) holds at least 1,000,000 Shares or Conversion Stock, the right of first refusal to purchase all or any part of such Investor’s pro rata share of the New Securities (as defined in Section 3.1(b)) which the Company may, from time to time, propose to sell and issue. Such Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first refusal, is the ratio of the total number of shares of Common Stock held by such Investor, including any shares of Common Stock into which shares of Preferred Stock held by such Investor are convertible, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Preferred Stock are convertible and shares of Common Stock issuable upon exercise of outstanding options and warrants).
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 4.1, to each Investor who (with affiliates) holds at least 600,000 Shares of Conversion Stock (subject to anti-dilution adjustment) the right of first refusal to purchase all or any part of such Investor’s pro rata share of the New Securities (as defined in Section 4.1(b)) that the Company may, from time to time, propose to sell and issue. The Investors may purchase said New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first refusal, is the ratio of the total number of shares of outstanding Common Stock held by such Investor, including any shares of Common Stock into which shares of Preferred Stock held by such Investor are convertible, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities (including any shares of Common Stock into which outstanding shares of Preferred Stock are convertible and assuming full conversion and exercise of all then outstanding convertible or exercisable securities).
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.2, to each other Investor who holds more than 250,000 Shares or Conversion Stock (as adjusted for stock splits, stock dividends, subdivisions, combinations, recapitalizations and the like) the right of first refusal to purchase all or any part of such Investor’s pro rata share of any New Securities (as defined in Section 3.2(b)) which the Company may, from time to time, propose to sell and issue. The Investors may purchase such New Securities on the same terms and at the same price at which the Company proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first refusal, is the ratio of (x) the total number of shares of Common Stock held by such Investor (including any shares of Common Stock into which shares of Preferred Stock held by such Investor are convertible) to (y) the Outstanding Capitalization of the Company, in each case, as of immediately prior to the issuance of the New Securities.
Right of First Refusal Upon Issuances of Securities by the Company. (a) The Company hereby grants, on the terms set forth in this Section 3.1, to each Holder who holds at least 100,000 shares of Registrable Securities (a "MAJOR HOLDER"), a right of first refusal with respect to New Securities (as defined in Section 3.1(b)) which the Company may, from time to time, propose to sell and issue.
