Common use of Right of the Purchasers to Participate in Future Transactions Clause in Contracts

Right of the Purchasers to Participate in Future Transactions. For the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. will have a right to participate in any sales of any of the Company’s securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours advance written notice to such Purchasers prior to any non-public offer or sale of any of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such Purchasers shall have the right (pro rata in accordance with such Purchasers’ purchase price for the Preferred Shares) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 15% of the aggregate amount of such securities issued to such Purchasers and such other investors together for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such Purchasers hereunder but prior to each of such Purchasers exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such Purchaser hereunder and such Purchasers shall have the right to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For (a) Until December 31, 2002, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s 's securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours seven (7) business days advance written notice to such Purchasers the Purchaser prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with the Purchasers' participation in this offering, and together with such Purchasers’ purchase price for other persons or entities designated by any Purchaser which are affiliated with or, subject to the Preferred SharesCompany's reasonable consent, connected to, such Purchaser) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 1550% of the aggregate amount such proposed transaction (or 75% of such proposed transaction if it is a Variable Rate Transaction or MFN Transaction) and to purchase such securities issued to which are the subject of such Purchasers and such other investors together a proposed transaction for the same consideration and on the same terms and conditions as contemplated for such third-party sale. The Purchaser(s)' rights hereunder must be exercised in writing by the Purchaser(s) within five (5) business days following receipt of the notice from the Company. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each the Purchaser exercising its right to participate (or the expiration of the five-day period without response from the Purchaser or the rejection of such Purchasers exercising its rights hereunderoffer for such financing by the Purchaser(s)), the terms and conditions of the proposed third-party sale are changed in any material respect from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such the Purchasers shall have the right right, which must be exercised within five (5) business days of such new notice, to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. In the event the Purchasers do not exercise their rights hereunder, or affirmatively decline to engage in the proposed transaction with the Company, then the Company may proceed with such proposed transaction on the same terms and conditions as noticed to the Purchasers (assuming the Purchasers have consented to the transaction, if required, pursuant to Section 7.2 of this Agreement). The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For So long as any Notes remain outstanding, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3, provided that this Section 7.3 shall not apply with respect to any capital raising transaction with an effective Per Share Selling Price per share of Common Stock in excess of $1.00 occurring after March 31, 2010 (the securities issued in such transaction being the “New Securities”). During such period, the Company shall give 36 hours advance written notice to such Purchasers prior to Within five (5) business days following each closing of any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction, the Company shall give written notice to the Purchasers of such transaction by providing to such Purchasers together with a comprehensive term sheet containing all significant business terms of such a proposed transaction and all transaction documents in connection with such transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for participation in this offering), exercisable at any time within the Preferred Shares) 15-day period following the Purchasers’ receipt of such notice and documents, to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 15% the Participation Percentage of the aggregate amount of such securities issued to such the Purchasers and such other investors together for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are substantively changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such the Purchasers shall have the right to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 1900 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For During the two-year period commencing on term of the Closing DateNotes, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. the Purchasers will have a right to participate in any sales of any of the Company’s 's securities in a non-public capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such the Purchasers prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for the Preferred Shares' participation in this offering) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 1533.33% of the amount purchased by such other investors (i.e., up to 25% of the aggregate amount of such securities issued to such the Purchasers and such other investors together together) for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such the Purchasers hereunder but prior to each of such the Purchasers exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaserthe Purchasers, the Company shall be required to provide a new notice to such Purchaser the Purchasers hereunder and such the Purchasers shall have the right to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s 's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “'s "affiliates” " (as defined in Rule 144 of the 0000 Xxx1933 Act) that would be aggregated for purposes of determining whether a wxxxxxx x group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock. The Company's obligation to issue securities under this Section 7.3 which would exceed such limits referred to in this Section shall be suspended to the extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions.

Right of the Purchasers to Participate in Future Transactions. For (a) Until December 31, 2002, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s 's securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such Purchasers the Purchaser prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for ' participation in this offering, or together with other investors selected by the Preferred SharesPurchasers and reasonably acceptable to the Company) to participate in purchase, within twenty (20) days following the consummation of such transaction by purchasing in such transaction transaction, an amount of the identical securities issued in such transaction equal to up to 1550% of the aggregate amount of such securities issued to such Purchasers and purchased by such other investors together (or 100% of such transaction if it is a Variable Rate Transaction or MFN Transaction) for the same consideration and on the same terms and conditions as such third-party sale. The Purchaser(s)' rights hereunder must be exercised in writing by the Purchaser(s) within ten (10) business days following the consummation of such transaction. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such the Purchasers shall have the right to exercise their rights to purchase the identical securities in following consummation of such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For So long as any Notes remain outstanding, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such the Purchasers prior to any non-public offer or sale of any of the Company’s equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for the Preferred Sharesparticipation in this offering) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 15% one-third of the aggregate amount of such securities issued to such the Purchasers and such other investors together for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such Purchasers the Purchaser shall have the right to exercise their its rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock. For clarification purposes, the participation right granted herein is being granted by the Company separately to each Purchaser, and in no event shall this provision constitute any agreement among the Purchasers in any way directly or indirectly to act in concert with respect to the acquisition, disposition or voting of any Common Stock.

Right of the Purchasers to Participate in Future Transactions. For So long as any Notes remain outstanding, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3, provided that this Section 7.3 shall not apply with respect to any capital raising transaction with an effective Per Share Selling Price per share of Common Stock in excess of $1.00 occurring after February 28, 2010. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such the Purchasers prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for the Preferred Sharesparticipation in this offering) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 15% the Participation Percentage of the aggregate amount of such securities issued to such the Purchasers and such other investors together for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such the Purchasers shall have the right to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For After September 30, 2002, so long as any Notes remain outstanding, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s 's securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such the Purchasers prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for the Preferred Shares' participation in this offering) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 1537% of the amount purchased by such other investors (i.e., up to 27% of the aggregate amount of such securities issued to such the Purchasers and such other investors together together) for the same consideration and on the same terms and conditions as such third-party sale. If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such the Purchasers shall have the right to exercise their rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s 's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “'s "affiliates” " (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock.

Right of the Purchasers to Participate in Future Transactions. For So long as any Notes remain outstanding, the two-year period commencing on the Closing Date, The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. Purchasers will have a right to participate in any sales of any of the Company’s securities in a capital raising transaction on the terms and conditions set forth in this Section 7.3. During such period, the Company shall give 36 hours ten (10) business days advance written notice to such the Purchasers prior to any non-public offer or sale of any of the Company’s 's equity securities or any securities convertible into or exchangeable or exercisable for such securities in a capital raising transaction by providing to such the Purchasers a comprehensive term sheet containing all significant business terms of such a proposed transaction. Such The Purchasers shall have the right (pro rata in accordance with such the Purchasers’ purchase price for the Preferred Sharesparticipation in this offering) to participate in such transaction by purchasing in such transaction an amount of the identical securities issued in such transaction equal to up to 15% fifty percent of the aggregate amount of such securities issued to such the Purchasers and such other investors together for the same consideration and on the same terms and conditions as such third-party salesale (for clarification, such purchase may be in addition to, as opposed to in lieu of, purchases being made by such other investors). If, subsequent to the Company giving notice to such Purchasers a Purchaser hereunder but prior to each of such Purchasers the Purchaser exercising its rights hereunder, the terms and conditions of the third-party sale are changed from that disclosed in the comprehensive term sheet provided to such Purchaser, the Company shall be required to provide a new notice to such the Purchaser hereunder and such Purchasers the Purchaser shall have the right to exercise their its rights to purchase the identical securities in such transaction on such changed terms and conditions as provided hereunder. The rights and obligations of this Section 7.3 shall in no way diminish the other rights of the Purchasers Purchaser pursuant to this Section 7. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by any Purchaser pursuant to any capital raising transaction as described in this Section 7.3 shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Purchaser (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the Purchaser’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned by the Purchaser’s “affiliates” (as defined in Rule 144 of the 0000 Xxx) that would be aggregated for purposes of determining whether a group under Section 13(d) of the 1934 Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock. For clarification purposes, the participation right granted herein is being granted by the Company separately to each Purchaser, and in no event shall this provision constitute any agreement among the Purchasers in any way directly or indirectly to act in concert with respect to the acquisition, disposition or voting of any Common Stock.