Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it shall not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company unless the Company first submits a written offer to each Eligible Stockholder, identifying the terms of the proposed sale (including cash price, number or aggregate principal amount of securities and all other material terms).
(b) Pursuant to such notice, the Company shall offer to each Eligible Stockholder the opportunity to purchase its Pro Rata Share of the securities proposed to be sold by the Company on terms and conditions, including price, not less favorable to the Eligible Stockholders than those on which the Company proposes to sell such securities to a third party. Each Eligible Stockholder shall have a right of over-allotment such that if any Eligible Stockholder fails to exercise its right hereunder to purchase its Pro Rata Share, the Electing Purchasers may purchase the non-purchasing Eligible Stockholder's Pro Rata Share (allocated among them, pro rata in proportion to the aggregate number of shares of Common Stock owned by such Electing Purchasers (assuming the full conversion of any shares of the capital stock of the Company convertible into shares of Common Stock)).
(c) The Company's offer to the Eligible Stockholders shall remain open and irrevocable, for a period of thirty (30) days. Any securities so offered which are not purchased pursuant to such offer may be sold by the Company, at any time within one hundred twenty (120) days following the termination of the above-referenced 30-day period, but such securities may not be sold on terms and conditions, including price, that are more favorable to the purchaser than those set forth in such offer. No securities may be sold by the Company after such 120-day period without renewed compliance with this Section 8.1.
(d) Notwithstanding the foregoing, the Company may (i) issue options, warrants or rights to subscribe for shares of its Common Stock (as appropriately adjusted for stock splits, stock dividend and the like) to officers, employees and directors of the Company pursuant to the terms of the Stock Option Plan and the Stock Incentive Plan and Section 4.4 hereof and may issue shares of its Common Stock upon the exercise of any such stock options, or upon exercise of warrants outstanding as of the Closing, (ii) issu...
Right to Participate in Certain Sales of Additional Securities. 7.1.1 For so long as any shares of Registrable Securities remain outstanding, the Company agrees that it will not (and that it will cause its subsidiaries not to) sell or issue any shares of Capital Stock or Equity Securities, in each case, unless (x) the Company first submits a written notice (a “Pre-Emptive Right Notice”) to the Investors (for the benefit of the Investor Parties) setting forth in reasonable detail (A) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, to the extent applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (B) the price, timing (which shall be at least three (3) but no more than six (6) Business Days after the delivery or deemed delivery of such Pre-Emptive Right Notice to the Investor) and other terms of the proposed sale of such Proposed Securities; and (C) the amount of such Proposed Securities proposed to be issued; provided, that following the delivery of such notice, the Company shall deliver to the Investors (for the benefit of the Investor Parties) any such information the Investors may reasonably request in order to evaluate the proposed issuance, (y) it offers to issue and sell to the Investor Parties, on such terms as the Proposed Securities are issued and upon full payment by the Investor Parties, the lesser of (i) fifty percent (50%) of the Proposed Securities (to be allocated among the Investor Parties in proportion to their respective levels of ownership of Series B Shares as of the date of the Pre-Emptive Rights Notice) or (ii) the percentage of the Proposed Securities equal to the aggregate Participation Portions of the Investor Parties (to be allocated among the Investor Parties in proportion to their respective levels of ownership of Series B Shares as of the date of the Pre-Emptive Rights Notice); provided, however, that, subject to compliance with the terms and conditions set forth in Section 7.1.5, the Company shall not be required to offer to issue or sell to the Investor Parties the portion of the Proposed Securities that would require the Company to obtain stockholder approval in respect of the issuance of any Proposed Securities to the Investor Parties under Nasdaq Marketplace Rule 5635 unless such approval has been obtained (provided, further, however, that the Company shall still...
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) debt or equity securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder (each, an “Offeree”) the opportunity to purchase its Pro Rata Allotment (as defined below) of the securities (subject to increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 12.1 shall remain open for a period of 30 days following receipt by the Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it will not sell or issue (i) any shares of capital stock of the Company, (ii) securities convertible into or exchangeable for capital stock of the Company or (iii) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written offer to each TA Investor and Principal Management Stockholder who holds any shares of capital stock of the Company (collectively, the "Offerees") identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Offeree the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. Each Offeree's "Pro Rata Allotment" of such securities shall be based on the ratio which the Common Stockholder Shares then owned by it bears, on an as-converted basis, to all of the then issued and outstanding Common Stockholder Shares as of
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue or agree to sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder who is an "accredited investor," as such term is defined in Rule 501 under the Securities Act (an "Eligible Stockholder"), the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Eligible Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties (a "Pre-Emptive Right Notice"). The Company's offer pursuant to this Section 5.1 shall remain open and irrevocable for a period of twenty (20) days following receipt by the Eligible Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (in each case, “Additional Shares”), unless the Company first complies with all of the provisions of this Section 4.5.
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Investor identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over allotment if some Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 4.1 shall remain open and irrevocable for a period of twenty (20) days following receipt by the Investors of such written notice (the “Right of First Offer Period”).
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (other than sales or issuances set forth in Section 5.5) (each an “Issuance”), unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties (the “Right to Participate”). The Company’s offer (the “Participation Offer”) pursuant to this Section 5.1 shall remain open and irrevocable for a period of thirty (30) days following receipt by the Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not, subject to Section 5.5 below, sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to all holders of Preferred Stock who hold more than one percent (1%) of the outstanding shares of Preferred Stock (the “Applicable Holders”) identifying the terms of the proposed sale (including the name or names of the third party proposed purchasers, price, number or aggregate principal amount of securities and all other material terms), and offers to each Applicable Holder the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Applicable Holders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to such proposed purchasers. The Company’s offer pursuant to this Section 5.1 shall remain open and irrevocable for a period of fifteen (15) days following the Company’s sending of such written notice.
Right to Participate in Certain Sales of Additional Securities. Subject to Section 2.3 hereof, the Company agrees it will not, without the approval of the Majority Interest (as defined below in this Section 2.1(a), sell or issue for cash (a) any shares of capital stock of the Company or (b) debt or securities convertible into or exercisable or exchangeable for capital stock of the Company, unless the Company first submits a written notice to the Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of
