Common use of Right to Acquire Securities Clause in Contracts

Right to Acquire Securities. If at any time the Company --------------------------- proposes to issue in any offering other than a public offering registered with the Securities and Exchange Commission equity securities of any kind (the term "equity securities" including for these purposes any common stock, warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, the Company shall: (a) give written notice setting forth in reasonable detail (i) the designation and all of the terms and provisions of the equity securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (ii) the price and other terms of the proposed sale of such securities; (iii) the amount of such securities proposed to be issued; and (iv) such other information as may be reasonably required or requested by any such Stockholder in order to evaluate the proposed issuance; and (b) offer to issue to each such Stockholder its pro rata share of the Proposed Securities based on its Percentage in Interest. provided, however, that no such right shall apply, and the Company shall have no -------- ------- obligation to comply with clauses (a) and (b) above, in connection with (i) the issuance of any shares of Common Stock upon the exercise of options granted under the existing option plan and included in the definition of Fully Diluted at an exercise price of not less than the greater of (A) $3,000 per share (as hereafter adjusted for stock splits, stock dividends, combinations of shares and other similar recapitalizations) or (B) the then prevailing fair market value per share of Common Stock, (ii) the issuance of any shares of Common Stock issued by the Company in connection with the acquisition of any business, (iii) the issuance of any shares of Common Stock in connection with or at any time after the consummation of a Qualifying Public Offering or (iv) the conversion of the Notes or the Series A Preferred Stock or the exercise of the Consideration Warrants. Each such Stockholder that wishes to exercise its purchase rights hereunder shall deliver a written notice to that effect to the Company within fifteen (15) days after its receipt of the notice specified in Section 4.1(a) from the Company. Upon the expiration of such fifteen day period, the Company will be free to sell Proposed Securities that such Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions (considered as a whole) no more favorable to the purchasers thereof than those offered to such Stockholders. Any Proposed Securities offered or sold by the Company after such 90-day period must be re-offered to such Stockholders pursuant to this Section 4.1. The election by any such Stockholder not to exercise its subscription rights under this Section 4.1 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such Stockholders the rights described in this Section 4.1 shall be void and of no force and effect, and the Company shall cause any correction required to be effected. For purposes of this Article 4, the pro rata share of the Proposed Securities (as defined above) offered to and not purchased by the GE Partnership may be purchased by any limited partner thereof or an Affiliate of the partnership or the general partner of the GE Partnership.

Right to Acquire Securities. If at any time the Company --------------------------- proposes to issue in any offering other than a non-public offering registered with Stock or Equity Securities of the Securities and Exchange Commission equity securities Company (except for (i) issuances pursuant to the terms of any kind (the term "equity securities" including for these purposes any common stock, warrants, options stock option or other rights incentive plan duly approved by the Board of Directors or (ii) issuances in connection with (w) a conversion or exchange of any outstanding securities, (x) a stock dividend, (y) an acquisition pursuant to acquire equity securities and debt securities convertible into equity securities) of the Company's acquisition strategy set forth in the Company's Confidential Offering Memorandum dated March 12, 1998, as amended through January 15, 1999, without regard to the aggregate amount of such offering specified in such Confidential Offering Memorandum, (z) a merger, reclassification or other reorganization, then, as to the Purchasers, so long as they shall hold any shares of Preferred Stock or Common Stock, the Company shall: (a) give written notice setting forth in reasonable detail (i) the designation and all of the terms and provisions of the equity securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (ii) the price and other terms of the proposed sale of such securities; (iii) the amount of such securities proposed to be issued; and (iv) such other information as may be reasonably required or requested by any such Stockholder in order to evaluate the proposed issuance; and (b) offer each Purchaser shall have the option to issue to each such Stockholder its pro rata acquire a number of shares or, if applicable, share equivalents of the Proposed Securities based on its Percentage in Interest. providedequal to the number of shares of the Proposed Securities multiplied by a fraction, however, that no such right the numerator of which shall apply, and be the Company shall have no -------- ------- obligation to comply with clauses (a) and (b) above, in connection with (i) the issuance number of any shares of Common Stock upon or Common Stock Equivalents held by such Purchaser and the exercise denominator of options granted under which shall be the existing option plan and included in the definition total number of Fully Diluted at an exercise price of not less than the greater of (A) $3,000 per share (as hereafter adjusted for stock splits, stock dividends, combinations of shares and other similar recapitalizations) or (B) the then prevailing fair market value per share of Common Stock, (ii) the issuance of any shares of Common Stock issued by the Company in connection with the acquisition of any business, outstanding on a fully diluted basis. (iiic) the issuance of any shares of Common Stock in connection with or at any time after the consummation of a Qualifying Public Offering or (iv) the conversion of the Notes or the Series A Preferred Stock or the exercise of the Consideration Warrants. Each such Stockholder Purchaser that wishes to exercise its purchase rights hereunder shall deliver a written notice to that effect to the Company within fifteen (15) days after its receipt of the notice specified in Section 4.1(a5.01(a) from the Company. To the extent that a sufficient number of shares of Common Stock or Common Stock Equivalents are not available for such purpose, the Company shall take all action necessary and proper to authorize and issue such Common Stock or Common Stock Equivalents. (d) Upon the expiration of such fifteen day periodthe offering period described above, the Company will be free to sell Proposed Securities that such Stockholders Purchasers have not elected to purchase during the ninety (90) days following such expiration on terms and conditions (considered as a whole) no more favorable to the purchasers buyers thereof than those offered to such StockholdersPurchasers. Any Proposed Securities offered or sold by the Company after such 90-day period must be re-offered to such Stockholders Purchasers pursuant to this Section 4.15.01. The election by any such Stockholder Purchaser not to exercise its subscription rights under this Section 4.1 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such Stockholders the rights described in this Section 4.1 shall be void and of no force and effect, and the Company shall cause any correction required to be effected. For purposes of this Article 4, the pro rata share of the Proposed Securities (as defined above) offered to and not purchased by the GE Partnership may be purchased by any limited partner thereof or an Affiliate of the partnership or the general partner of the GE Partnership.its

Right to Acquire Securities. If at any time prior to the completion of a Qualified Public Offering, the Company --------------------------- proposes to issue in any offering other than a public offering registered with the Securities and Exchange Commission equity securities of any kind kind, including the exercise or conversion of any equity security (the term "equity securities" including for these purposes any common stock, warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, the Company shall: (a) give written notice to each Stockholder setting forth in reasonable detail (i) the designation and all of the terms and provisions of the equity securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (ii) the price and other terms of the proposed sale of such securities; (iii) the amount of such securities proposed to be issued; and (iv) such other information as may be reasonably required or requested by any such Stockholder holder(s) in the aggregate of 5% or more of the Capital Stock, in order to evaluate the proposed issuance; and (b) offer to issue to each such Stockholder its pro rata share of the Proposed Securities based on its Percentage in Interest. ; provided, however, that no such right shall apply, and the Company shall have no -------- ------- obligation to comply with clauses (a) and (b) above, in connection with (i) the issuance of any shares of Common Stock upon the exercise of options granted under the existing any employee or director stock option plan of the Company and included in approved by the definition Board of Fully Diluted at an exercise price of not less than the greater of (A) $3,000 per share (as hereafter adjusted for stock splits, stock dividends, combinations of shares and other similar recapitalizations) or (B) the then prevailing fair market value per share of Common StockDirectors, (ii) the issuance of warrants, options or other rights pursuant to employee or director stock option or stock ownership plans approved by the Crest Group and the Company in accordance with the terms hereof, (iii) the issuance of any shares of Common Stock issued by the Company in connection with the acquisition of any business, including without limitation, the issuance of 5,000,000 shares of Common Stock to GECC and PNC in connection with the acquisition of the assets of Telecrafter Services Corporation or any merger approved by the Board of Directors as part of the merger consideration, (iiiiv) the issuance of any shares of Common Stock in connection with or at any time after the consummation of a Qualifying Qualified Public Offering or Offering, (ivv) the conversion issuance of any shares of Capital Stock to Crest as a warrant which is exercisable into less than 1% of the Notes or the Series A Preferred outstanding Capital Stock or on a cumulative basis (subject to standard anti-dilution adjustments) and the exercise of such warrant, (vi) the Consideration Warrantsissuance of warrants to any lender in connection with any financing entered into by the Company, such warrants not to exceed 5% of the outstanding shares of Common Stock immediately prior to such issuance, (vii) the issuance of shares of Common Stock or options to purchase shares of Common Stock to certain key employees or sellers in connection with any acquisition or merger, such shares or options not to exceed 4% of the outstanding shares of Common Stock at any point in time (but at no point for more than 2.2 million shares (as adjusted for any stock split, reverse stock split or other similar reorganization)) and (viii) the issuance of any equity securities upon conversion or exercise of equity securities issued or permitted to be issued pursuant to clauses (i) through (viii) of this Section 4.01; provided, that the aggregate amount of shares issued pursuant to clauses (i) and (ii) above shall not exceed 8% of the outstanding shares of Common Stock at any point in time (but at no point more than 4.4 million shares (as adjusted for any stock split, reverse stock split or other similar reorganization)), and provided that clause (iii) shall not apply to any shares issued as an advisory fee. In the event a Stockholder does not purchase all or any of its pro rata portion of the Proposed Securities, the remaining Stockholders shall have the right to purchase such unpurchased Proposed Securities or respective pro rata portion until no other Stockholder desires to purchase any more Proposed Securities. Each such Stockholder that wishes to exercise its purchase rights hereunder shall deliver a written notice to that effect to the Company within fifteen (15) 15 business days after its receipt of the notice specified in Section 4.1(a) from the CompanyCompany stating the quantity of its pro rata share of Proposed Securities it wishes to purchase and specifying the aggregate number of shares of Proposed Securities, if any, in addition to its pro rata portion, which such Stockholder desires to purchase in the event there is an aggregate undersubscription for all Proposed Securities. Upon the expiration of such fifteen 15 day period, the Company will be free to sell Proposed Securities that such Stockholders have not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions (considered as a whole) no more favorable to the purchasers thereof than those offered to such Stockholders. Any Proposed Securities offered or sold by the Company after such 90-90 day period must be re-offered to such Stockholders pursuant to this Section 4.14.01. The election by any such Stockholder not to exercise its subscription rights under this Section 4.1 4.01 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such Stockholders the rights described in this Section 4.1 4.01 shall be void and of no force and effect, and the Company shall cause any correction required to be effected. For purposes of this Article 4IV, the pro rata share of the Proposed Securities (as defined above) offered to and not purchased by Crest, Jackxxx, Xxudential, RFM CRI LLC, GECC or PNC, as the GE Partnership case may be, may be purchased by any limited partner thereof Affiliate or an Affiliate of the partnership any Permitted Transferee thereof, or the general partner of the GE Partnershipby any Crest Investor with respect to Crest's portion.

Right to Acquire Securities. If at any time the Company --------------------------- proposes to issue in any offering other than a non-public offering registered with the Securities and Exchange Commission equity securities of any kind (the term "equity securities" including for these purposes any common stock, warrants, options or other rights to acquire equity securities and debt securities convertible into equity securitiessecurities but excluding the issuance by the Company of the Warrants to purchase shares of Common Stock pursuant to that certain Warrant Agreement dated as of , 1998 between the Corporation and the Initial Purchasers named therein) of the CompanyCompany (except for issuances pursuant to the terms of any stock option or other incentive plan duly approved by the Board of Directors, issuances of Series B Preferred Stock or Series C Preferred Stock or additional shares of Series A Preferred Stock after the Closing Date or issuances in connection with (i) a conversion or exchange of any outstanding securities, (ii) a stock dividend, (iii) an acquisition, (iv) a merger, amalgamation, reclassification or other reorganization, or (v) issuances having a value of less than $500,000 in any single transaction and not more than $1,500,000 in the aggregate, where the purchase price of a Common Stock equivalent is equal to or greater than the then current Conversion Price of the Series A Preferred Stock), then, as to each Stockholder at such time and as to Orbital, the Company shall: (a) give written notice setting forth in reasonable detail (i) the designation and all of the terms and provisions of the equity securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (ii) the price and other terms of the proposed sale of such securities; (iii) the amount of such securities proposed to be issued; and (iv) such other information as may be reasonably required or requested by any such Stockholder or Orbital in order to evaluate the proposed issuance; and (b) offer to issue to each such Stockholder its pro rata share and to Orbital a portion of the Proposed Securities based on its Percentage in Interest. provided, however, that no such right shall apply, and the Company shall have no -------- ------- obligation equal to comply with clauses (a) and (b) above, in connection with a percentage determined by dividing (i) the issuance number of any shares of (A) Share Equivalents held by such Stockholder or (B) Common Stock or Common Stock equivalents held by Orbital by (ii) the total number of shares of Common Stock upon the exercise of options granted under the existing option plan and included in the definition of Fully Diluted at an exercise price of not less than the greater of (A) $3,000 per share (as hereafter adjusted for stock splits, stock dividends, combinations of shares and other similar recapitalizations) or (B) the then prevailing fair market value per share of Common Stock, (ii) the issuance of any shares of Common Stock issued by the Company in connection with the acquisition of any business, (iii) the issuance of any shares of Common Stock in connection with or at any time after the consummation of on a Qualifying Public Offering or (iv) the conversion of the Notes or the Series A Preferred Stock or the exercise of the Consideration Warrantsfully diluted basis. Each such Stockholder that wishes to exercise its purchase rights hereunder or Orbital shall deliver a written notice to that effect to the Company within fifteen (15) days after its receipt of the notice specified in Section 4.1(a) from the Company. Upon the expiration of such fifteen day periodthe offering period described above, the Company will be free to sell Proposed Securities that such the Stockholders or Orbital have not elected to purchase during the ninety (90) days following such expiration on terms and conditions (considered as a whole) no more favorable to the purchasers thereof than those offered to such StockholdersStockholders and Orbital. Any Proposed Securities offered or sold by the Company after such 90-day period must be re-offered to such the Stockholders and Orbital pursuant to this Section 4.1. The election by any such Stockholder or Orbital not to exercise its subscription rights under this Section 4.1 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such the Stockholders and Orbital the rights described in this Section 4.1 shall be void and of no force and effect, and the Company shall cause any correction required to be effected. For purposes of this Article 4, the pro rata share of the Proposed Securities (as defined above) offered to and not purchased by the GE Partnership may be purchased by any limited partner thereof or an Affiliate of the partnership or the general partner of the GE Partnership.