Common use of Rights to Purchase Additional Securities Clause in Contracts

Rights to Purchase Additional Securities. If the Company should decide to issue and sell additional shares of any capital stock of the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (a) shares of the Common Stock awarded or issued upon the exercise of options granted pursuant to employee benefit plans adopted by the Company, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of five percent (5%) of the issued and outstanding shares of the Common Stock (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the Closing Date), and (b) the Additional Shares, (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in (a) and (b) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Company shall first offer to sell to the Purchaser, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, the Purchaser's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to the Purchaser and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser shall have a period of 30 days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser elects to accept such offer in whole or in part, the Purchaser shall so accept by written notice to the Company given within such 30-day period. If a Purchaser fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the Purchaser pursuant to such offer may be offered for sale to others by the Company for a period of 60 days from the last day of such 30-day period, but only on the same terms and conditions as set forth in the initial offer to the Purchaser, free and clear of the restrictions imposed by this Section 9.15. (i) the number of shares of Common Stock issued, or issuable upon the exercise or conversion of rights, options or Convertible Securities (as hereinafter defined) without the payment of any additional cash consideration or with the payment of a nominal cash consideration, as the case may be (collectively, "Fully Paid securities"), to the Purchaser immediately prior to the issuance of the Additional Securities being offered divided by (ii) the total number of Fully Paid Securities issued or issuable by the Company immediately prior to the issuance of the Additional Securities, multiplied by (b)(i) the entire offering of Additional Securities.

Rights to Purchase Additional Securities. If the Company should decide to issue and sell additional shares of any of its capital stock of the Company or any of its warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any of its capital stock of the Companystock, other than (a) shares of the Common Stock awarded or issued upon the exercise of options granted pursuant to employee benefit plans adopted by the Companysold in a Public Offering, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of five percent (5%) of the issued and outstanding shares of the Common Stock (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the Closing Date), and (b) the Additional 600,000 shares of Common Stock issued or reserved for issuance pursuant to the Company's 2001 Equity Incentive Plan, and the grant of options to purchase such shares, (c) shares of Common Stock issued upon conversion of the Preferred Shares, and (d) shares of Series A Preferred Stock issued upon exercise of the Warrants and shares of Common Stock issuable upon conversion thereof (all such capital stock, warrants, securities convertible into capital stock options and other rights, other than securities referred to in (a), (b), (c) and (bd) above, being hereinafter sometimes collectively referred to as "Additional Securities"), then the Company shall first offer to sell to the Purchasereach Investor, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, the Purchasersuch Investor's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to the Purchaser such Investor and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser Such Investor shall have a period of 30 20 days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser such Investor elects to accept such offer in whole or in part, the Purchaser such Investor shall so accept by written notice to the Company given within such 3020-day period. If a Purchaser such Investor fails to accept such offer in whole or in part within such 3020-day period, any of such Additional Securities not purchased by the Purchaser such Investor pursuant to such offer may be offered for sale to others by the Company for a period of 60 120 days from the last day of such 3020-day period, but only on the same terms and conditions as set forth in the initial offer to the Purchasersuch third-party purchaser, free and clear of the restrictions imposed by this Section 9.156.13. (i) the number of shares of Common Stock issued, or issuable upon the exercise or conversion of rights, options options, warrants or Convertible Securities (as hereinafter defined) without the payment of any additional cash consideration or with the payment of a nominal cash consideration, as the case may be (collectively, "Fully Paid securities")Securities, to the Purchaser such Investor immediately prior to the issuance of the Additional Securities being offered divided by (ii) the total number of Fully Paid Securities issued shares of Common Stock issued, or issuable upon the exercise or conversion of outstanding rights, options, warrants or Convertible Securities, by the Company immediately prior to the issuance of the Additional Securities, multiplied by (b)(ib) the entire offering of Additional Securities.

Rights to Purchase Additional Securities. If (A) the Company should decide to issue and sell additional shares of any of its capital stock of the Company or any of its warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any of its capital stock of the Companystock, other than (a) shares of the Common Stock awarded sold in a Public Offering, (b) shares of Common Stock issued or issued upon the exercise of options granted reserved for issuance to key officers, employees and consultants pursuant to employee option or benefit plans adopted by the Company or other agreements established for the benefit of officers, employees, consultants and directors of the Company, and the grant of such options themselves, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of five percent (5%) of the issued and outstanding shares of the Common Stock 2,356,250 (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the Closing Date), (c) shares of Common Stock issued upon conversion of the Preferred Shares, (d) shares of Series A Preferred Stock issued upon exercise of the Warrants and shares of Common Stock issuable upon conversion thereof, and (be) the Additional Shares, shares of Common Stock issued to strategic partners (all such capital stock, warrants, securities convertible into capital stock options and other rights, other than securities referred to in (a), (b), (c), (d) and (be) above, being hereinafter sometimes collectively referred to as "Additional Securities"), and (B) at the time of such decision the Investor owns less than 30% of the Company's Fully Paid Securities (as defined below) or would own less than 30% of the Company's Fully Paid Securities if the contemplated issuance and sale were to close, then the Company shall first offer to sell to the PurchaserInvestor, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, the PurchaserInvestor's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to the Purchaser such Investor and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser Investor shall have a period of 30 days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser Investor elects to accept such offer in whole or in part, the Purchaser Investor shall so accept by written notice to the Company given within such 30-day period. If a Purchaser the Investor fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the Purchaser Investor pursuant to such offer may be offered for sale to others by the Company for a period of 60 90 days from the last day of such 30-day period, but only on the same terms and conditions as set forth in the initial offer to the such Purchaser, free and clear of the restrictions imposed by this Section 9.156.13. (i) the number of shares of Common Stock issued, or issuable upon the exercise or conversion of rights, options options, warrants or Convertible Securities (as hereinafter defined) without the payment of any additional cash consideration or with the payment of a nominal cash consideration, as the case may be (collectively, "Fully Paid securitiesSecurities"), to the Purchaser such Investor immediately prior to the issuance of the Additional Securities being offered divided by (ii) the total number of Fully Paid Securities issued or issuable by the Company immediately prior to the issuance of the Additional Securities, multiplied by (b)(ib) the entire offering of Additional Securities.

Rights to Purchase Additional Securities. If the Company should decide to issue and sell additional shares of any capital stock of the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (a) shares of Common Stock sold to the public pursuant to a registration statement filed under the Act, if such offering is underwritten on a firm commitment basis by an underwriter, or group of underwriters represented by an underwriter or underwriters, which is a member of the New York Stock Exchange, (b) shares of Common Stock awarded or issued upon the exercise of options granted pursuant to employee and consultant benefit plans adopted by the Company, and the grant of such options themselves, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of five percent (5%) of the issued and outstanding shares of the Common Stock 5,000,000 (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the Closing Effective Date), ) or (c) shares of Common Stock which are issued in satisfaction of an obligation or liability of the Company and (b) not for cash consideration or which are issued in connection with the Additional Shares, acquisition by the Company of another business (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in (a), (b) and (bc) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Company shall first offer to sell to the Purchaser, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, the Purchaser's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to the Purchaser and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser shall have a period of 30 ten (10) days from and after the date of receipt by it of such notice within which to accept such offeroffer and shall pay for such Additional Securities within the timeframe contemplated by the Company for the issuance of such Additional Securities to a third party. If the Purchaser elects to accept such offer in whole or in part, the Purchaser shall so accept by written notice to the Company given within such 3010-day period. If a Purchaser fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the Purchaser pursuant to such offer may be offered for sale to others by the Company for a period of 60 days from the last day of such 30-day period, but only on the same terms and conditions as set forth in the initial offer to the Purchaser, free and clear of the restrictions imposed by this Section 9.15. (i) the number of shares of Common Stock issued, or issuable upon the exercise or conversion of rights, options or Convertible Securities (as hereinafter defined) without the payment of any additional cash consideration or with the payment of a nominal cash consideration, as the case may be (collectively, "Fully Paid securities"), to the Purchaser immediately prior to the issuance of the Additional Securities being offered divided by (ii) the total number of Fully Paid Securities issued or issuable by the Company immediately prior to the issuance of the Additional Securities, multiplied by (b)(i) the entire offering of Additional Securities.If