Common use of RIGHT TO ACQUIRE ADDITIONAL SHARES Clause in Contracts

RIGHT TO ACQUIRE ADDITIONAL SHARES. If at any time during the Executive's employment with the Corporation or any Subsidiary, the Corporation issues any shares of the Common Stock, any securities convertible into or exchangeable for shares of the Common Stock or any options, warrants or rights to acquire shares of the Common Stock or securities convertible into or exchangeable for shares of the Common Stock to the Majority Stockholder or any Affiliate of the Majority Stockholder (the "New Issue Securities"), and if shares of the Common Stock are not Publicly Traded on the date of such issuance, the Corporation agrees that not later than sixty (60) days after the sale of any New Issue Securities it will offer in writing to sell to the Executive such number or principal amount of the New Issue Securities as would enable the Executive to maintain the same aggregate percentage ownership interest in the shares of the Common Stock (which for purposes of this Paragraph 16 shall include shares of the Common Stock issued and outstanding, shares held in the Corporation's treasury from time to time and shares subject to purchase pursuant to an option held by the Majority Stockholder on the date hereof) after such sale of the New Issue Securities as specified in the third WHEREAS clause of this Agreement. Notwithstanding the immediately preceding sentence, the term "New Issue Securities" shall not include shares of the Common Stock which are at any time subject to purchase, by the Majority Stockholder pursuant to an Option Agreement between the Corporation and the Majority Stockholder dated on or prior to the date of this Agreement. The offer of the Corporation to the Executive described in the first sentence of this Paragraph 16 shall contain the same price per share, security, option, warrant or other right constituting New Issue Securities and substantially similar terms and conditions as the sale of the New Issue Securities which obligates the Corporation to make the offer. The Executive shall be entitled to accept such offer only without modification and only in writing for a period of ten (10) days after the offer is made. In the event that such offer is accepted by the Executive, the Executive shall deliver to the Corporation (i) a check in the amount of the par value of the New Issue Securities being offered to the Executive and (ii) a promissory note payable to the Corporation in the same form and having the same date of maturity as the Note, bearing interest at a rate which is two percent (2%) in excess of the Prime Rate and in the aggregate principal amount of the purchase price of the shares of the New Issue Securities offered to the Executive, less the amount of such check, within fifteen (15) days after the offer is made. The note shall be secured by a pledge of the New Issue Securities purchased by the Executive with the proceeds of the loan evidenced thereby.

RIGHT TO ACQUIRE ADDITIONAL SHARES. If at any time during the Executive's employment with the Corporation or any Subsidiary, the Corporation issues any The Purchaser shall have a right to purchase that number of shares of the Common Stock, any securities convertible into or exchangeable for shares Stock of the Common Stock or any optionsCompany which the Company sold in a private placement (other than the Excluded Sales by Section 7.1(a) above) sufficient to maintain such Purchaser's proportionate beneficial ownership interest in the Company (on an as-converted, warrants or rights to acquire shares fully diluted basis calculated as of the Common Stock or securities convertible into or exchangeable for shares of the Common Stock to the Majority Stockholder or any Affiliate of the Majority Stockholder (the "New Issue Securities"), and if shares of the Common Stock are not Publicly Traded on the date of such issuancesale, and after giving effect to such sale). If the Corporation agrees that not later than sixty (60) days after Company has made any such sale of Securities, it shall give the Purchaser written notice of the sale. The notice shall set forth the material terms and conditions of the sale (including the number of any New Issue Securities it will shares), and shall constitute an offer in writing to sell to the Executive such Purchaser that number or principal amount of the New Issue Securities as would enable the Executive shares of Common Stock necessary to maintain the same aggregate percentage Purchaser's proportionate beneficial ownership interest in the shares Company (on an as-converted, fully diluted basis calculated as of the Common Stock (which for purposes of this Paragraph 16 shall include shares of the Common Stock issued and outstanding, shares held in the Corporation's treasury from time to time and shares subject to purchase pursuant to an option held by the Majority Stockholder on the date hereof) after such sale of the New Issue Securities as specified in the third WHEREAS clause of this Agreement. Notwithstanding the immediately preceding sentence, the term "New Issue Securities" shall not include shares of the Common Stock which are at any time subject to purchase, by the Majority Stockholder pursuant to an Option Agreement between the Corporation and the Majority Stockholder dated on or prior to the date of such sale, and after giving effect to such sale), unless such purchase would not be permitted under applicable law in the reasonable discretion of Company's counsel, in which event, Purchaser shall have the right to acquire such number of shares of Common Stock as are legally permitted to be acquired by Purchaser and, upon election of Purchaser, the Company and Purchaser shall agree in good faith for the purchase by Purchaser of such number of shares of Common Stock or other equitable arrangements which will most closely approximate the benefit to the Purchaser intended to be granted by this AgreementSection 7.1(b). The offer price at which such sales of Common Stock shall be made to Purchaser will be the Corporation price at which the Securities (giving rise to the Executive described right under this Section) were sold, (and in the first sentence case of this Paragraph 16 Common Stock Equivalents, such price shall contain also include any additional consideration to be paid to the same price per share, security, option, warrant or other right constituting New Issue Securities and substantially similar terms and conditions as Company upon the sale acquisition of the New Issue Securities which obligates the Corporation to make the offerCommon Stock). The Executive shall be entitled to Purchaser may accept such offer only without modification by delivering a written notice of acceptance (an "Acceptance Notice") to the Company within twenty (20) days after receipt of the Company's offer. If the Purchaser does not accept such offer or accepts such offer and only in writing for a period does not complete the purchase of such Common Stock within ten (10) days after the offer is made. In the event that such offer is accepted by the Executive, the Executive shall deliver to the Corporation (i) a check in the amount delivery of the par value Acceptance Notice, its rights to purchase under this Section for such sale shall expire. On an as converted, fully diluted basis shall be determined on the assumption that included in number of the New Issue Securities being offered to the Executive and (ii) a promissory note payable to the Corporation in the same form and having the same date of maturity as the Note, bearing interest at a rate which is two percent (2%) in excess of the Prime Rate and in the aggregate principal amount of the purchase price of the shares of the New Issue Securities offered outstanding Common Stock is that number of shares of Common Stock issuable under any then outstanding Common Stock Equivalents as well as pursuant to the Executive, less the amount of such check, within fifteen (15) days after the offer is made. The note shall be secured by a pledge of the New Issue Securities purchased by the Executive with the proceeds of the loan evidenced therebyany outstanding options.