Additional registration statements; right of first refusal
Additional Registration Statements; Right of First Refusal Sample Clauses
Additional Registration Statements; Right of First Refusal. The Company shall not file a registration statement (other than the Registration Statement (as defined in the Registration Rights Agreement), a registration statement on Form S-8 or a resale registration statement covering not more than 134,000 shares of Common Stock required to be filed pursuant to the terms of the Loan and Stock Restriction Agreement, dated May 18, 1999, relating to the Company's acquisition of Odisei S.A.) covering the sale or resale of shares of Common Stock with the SEC during the period beginning on the date hereof and ending on, and including, the date on which the Registration Statement has been declared effective by the SEC. Subject to the exceptions described below, during the period beginning on the date hereof and ending on, and including, the date which is six months after the Closing Date, the Company and its Subsidiaries shall not negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible into or exchangeable for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("Future Offerings"), unless it shall have first delivered to each Buyer, or a designee appointed by such Buyer, a written notice (the "Future Offering Notice") describing the proposed Future Offering, including the size, terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (as defined below) of the securities to be issued in such Future Offering, as of the date of delivery of the Future Offering Notice, in the Future Offering on the same terms and conditions set forth in the Future Offering Notice. The limitations referred to in this Section 4(f) are collectively referred to as the "Capital Raising Limitations." For purposes of this Section 4(f), "Aggregate Percentage" at any time with respect to any Buyer shall mean the percentage obtained by the quotient of (i) the aggregate principal amount of the Notes issued to such Buyer on the Closing Date by (ii) the aggregate principal amount of the Notes issued to all Buyers on the Closing Date. A Buyer can exercise its option to participate in a Future Offering by delivering written notice thereof to participate to the Company within ten (10) Business Days after receipt of a Future Offering Notice, which notice shall state the quantity of securities being o...