Common use of Spin-Out Preemptive Rights Clause in Contracts

Spin-Out Preemptive Rights. If, at any time after the date of this Agreement, (i) Company creates a subsidiary that is not a wholly owned subsidiary (as hereinafter defined); (ii) any wholly owned subsidiary sells or transfers any shares of capital stock to any entity that is not a wholly owned subsidiary; (iii) any wholly-owned Subsidiary merges, consolidates or takes any other action that results in such subsidiary not remaining a wholly owned subsidiary; or (iv) any wholly owned subsidiary sells all or substantially all of its assets (in a transaction that is not an Extraordinary Transaction) to any person or entity that is not a wholly owned subsidiary, then in each case Company shall cause such subsidiary (or the surviving or successor entity or purchaser of assets) (the “Spin-out Entity”) to (A) issue to Cisco shares of preferred stock or common stock, as applicable, of the Spin-out Entity having relative rights, privileges and preferences equivalent to the relative rights, privileges and preferences of the Series F Preferred Stock and (B) enter into agreements with Cisco having substantially the same rights as any agreements between Cisco and Company. The number of shares of such preferred stock and common stock of the Spin-out Entity issued to Cisco shall be sufficient so that Cisco shall thereafter have an equity ownership interest in the Spin-out Entity equal to its equity ownership interest in Company at such time on a fully-diluted basis, including all options reserved for issuance under any stock incentive, stock option, stock purchase or stock appreciation plan or arrangement maintained by Company or such Spin-out Entity. A “wholly owned subsidiary” is any entity that Company owns, holds and controls all of its capital stock equity securities or other interests, either directly or through one or more other wholly owned subsidiaries.

Spin-Out Preemptive Rights. If, at any time after the date of this Agreement, (i) Company creates a subsidiary that is not a wholly owned subsidiary (as hereinafter defined); (ii) any wholly owned subsidiary sells or transfers any shares of capital stock to any entity that is not a wholly owned subsidiary; (iii) any wholly-owned Subsidiary merges, consolidates or takes any other action that results in such subsidiary not remaining a wholly owned subsidiary; or (iv) any wholly owned subsidiary sells all or substantially all of its assets (in a transaction that is not an Extraordinary Transaction) to any person or entity that is not a wholly owned subsidiary, then in each case Company shall cause such subsidiary (or the surviving or successor entity or purchaser of assets) (the “Spin-out Entity”) to (A) issue to Cisco Investor shares of preferred stock or common stock, as applicable, of the Spin-out Entity having relative rights, privileges and preferences equivalent to the relative rights, privileges and preferences of the Series F Preferred Stock Conversion Shares, Warrant Shares and Option Shares and (B) enter into agreements with Cisco Investor having substantially the same rights as any agreements between Cisco Investor and Company. The number of shares of such preferred stock and common stock of the Spin-out Entity issued to Cisco Investor shall be sufficient so that Cisco Investor shall thereafter have an equity ownership interest in the Spin-out Entity equal to its equity ownership interest in Company at such time on a fully-diluted basis, including all options reserved for issuance under any stock incentive, stock option, stock purchase or stock appreciation plan or arrangement maintained by Company or such Spin-out Entity. A “wholly owned subsidiary” is any entity that Company owns, holds and controls all of its capital stock stock, equity securities or other interests, either directly or through one or more other wholly owned subsidiaries.

Spin-Out Preemptive Rights. If, at any time after the date of this Agreement, (i) Company creates a subsidiary that is not a wholly owned subsidiary (as hereinafter defined); (ii) any wholly owned subsidiary sells or transfers any shares of capital stock to any entity that is not a wholly owned subsidiary; (iii) any wholly-owned Subsidiary merges, consolidates or takes any other action that results in such subsidiary not remaining a wholly owned subsidiary; or (iv) any wholly owned subsidiary sells all or substantially all of its assets (in a transaction that is not an Extraordinary Transaction) to any person or entity that is not a wholly owned subsidiary, then in each case Company shall cause such subsidiary (or the surviving or successor entity or purchaser of assets) (the “Spin-out Entity”) to (A) issue to Cisco the Investor shares of preferred stock or common stock, as applicable, of the Spin-out Entity having relative rights, privileges and preferences equivalent to the relative rights, privileges and preferences of the Series F Preferred Stock and (B) enter into agreements with Cisco the Investor having substantially the same rights as any agreements between Cisco the Investor and the Company. The number of shares of such preferred stock and common stock of the Spin-out Entity issued to Cisco the Investor shall be sufficient so that Cisco the Investor shall thereafter have an equity ownership interest in the Spin-out Entity equal to its equity ownership interest in the Company at such time on a fully-diluted basis, including all options reserved for issuance under any stock incentive, stock option, stock purchase or stock appreciation plan or arrangement maintained by the Company or such Spin-out Entity. A “wholly owned subsidiary” is any entity that Company owns, holds and controls all of its capital stock equity securities or other interests, either directly or through one or more other wholly owned subsidiaries.

Spin-Out Preemptive Rights. If, If at any time after any of the date following should occur without the approval of this Agreement, the Board (iincluding a majority of the then-severing Preferred Directors) (a) the Company creates a subsidiary Subsidiary that is not a wholly owned subsidiary (as hereinafter defined)Wholly Owned Subsidiary; (iib) any wholly owned subsidiary Wholly Owned Subsidiary sells or transfers any shares of capital stock to any entity that is not a wholly owned subsidiaryWholly Owned Subsidiary; (iiic) any wholly-owned Wholly Owned Subsidiary merges, consolidates or takes any other action that results in such subsidiary Subsidiary not remaining a wholly owned subsidiaryWholly Owned Subsidiary; or (ivd) any wholly owned subsidiary Wholly Owned Subsidiary sells all or substantially all of its assets (in a transaction that is not an Extraordinary Transactiona Deemed Liquidation Event (as defined in the Certificate)) to any person or entity that is not a wholly owned subsidiaryWholly Owned Subsidiary, then then, unless otherwise elected by the holders of a majority of the outstanding shares of Preferred Stock, in each case the Company shall cause such subsidiary Subsidiary (or the surviving or successor entity or purchaser of assets) (the “Spin-out Entity”) to (Ai) issue to Cisco each Investor shares of preferred stock or common stock, as applicable, of the Spin-out Entity having relative rights, privileges and preferences equivalent to the relative rights, privileges and preferences of the Series F Preferred Stock and (Bii) enter into agreements with Cisco each Investor having substantially the same rights as any agreements between Cisco such Investor and the Company. The number of shares of such preferred stock and common stock of the Spin-out Entity issued to Cisco each Investor shall be sufficient so that Cisco the Investor shall thereafter have an equity ownership interest in the Spin-out Entity equal equivalent to its equity ownership interest in the Company at such time on a fully-diluted Fully Diluted Common Stock basis, including all options reserved for issuance under any stock incentive, stock option, stock purchase or stock appreciation plan or arrangement maintained by Company or such Spin-out Entity. A “wholly owned subsidiary” is any entity that Company owns, holds and controls all of its capital stock equity securities or other interests, either directly or through one or more other wholly owned subsidiaries.

Spin-Out Preemptive Rights. If, If at any time after (a) the date of this Agreement, (i) Company creates a subsidiary that is not a wholly Wholly-owned subsidiary Subsidiary, (as hereinafter defined); (iib) any wholly Wholly-owned subsidiary Subsidiary sells or transfers any shares of capital stock to any entity (other than the Company) that is not a wholly Wholly-owned subsidiary; Subsidiary, (iiic) any whollyWholly-owned Subsidiary merges, consolidates or takes any other action that results in such subsidiary not remaining a wholly Wholly-owned Subsidiary (other than merging or consolidating into or with the Company or another Wholly-owned subsidiary; ), or (ivd) any wholly Wholly-owned subsidiary Subsidiary sells all or substantially all of its assets (in a transaction that is not an Extraordinary Transactiona Deemed Liquidation Event (as defined in the Certificate of Incorporation)) to any person or entity (other than the Company) that is not a wholly Wholly-owned subsidiarySubsidiary, then in each case the Company shall cause such subsidiary (or the surviving or successor entity or purchaser of assets) (the “Spin-out Entity”) to (Ai) issue to Cisco each Major Investor shares of preferred stock or common stock, as applicable, of the Spin-out Entity having relative rights, privileges and preferences equivalent to the relative rights, privileges and preferences of the Series F series of Preferred Stock which such Major Investor holds and (Bii) enter into agreements with Cisco each Major Investor having substantially the same rights as any agreements between Cisco such Major Investor and the Company. The number of shares of such preferred stock and common stock of the Spin-out Entity issued to Cisco each Major Investor shall be sufficient so that Cisco the Major Investor shall thereafter have an equity ownership interest in the Spin-out Entity equal to its equity ownership interest in the Company at such time on a fully-diluted basis, including all options reserved for issuance under any stock incentive, stock option, stock purchase or stock appreciation plan or arrangement maintained by the Company or such Spin-out Entity. A “wholly Wholly-owned subsidiarySubsidiary” is any entity that the Company owns, holds and controls all of its capital stock stock, equity securities or other interests, either directly or through one or more other wholly Wholly-owned subsidiariesSubsidiaries.