Common use of Grant of Preemptive Rights to Stockholders Clause in Contracts

Grant of Preemptive Rights to Stockholders. (a) In the event that, at any time, the Company shall decide to undertake an issuance of New Securities that is permitted by this Agreement, the Company shall at such time deliver to each Stockholder written notice of the Company's decision, describing the amount, type and terms (including the exercise price and expiration date thereof in the case of any Options) of such New Securities, the purchase price per New Security (the "New Securities Price") to be paid by the purchasers of such New Securities and the other terms upon which the Company has decided to issue such New Securities, including, without limitation, the expected timing of such issuance, which shall not be less than twenty (20) Business Days after the date upon which such notice is given (the "Preemptive Notice"). Each Stockholder shall have ten (10) Business Days from the date on which they receive the Preemptive Notice to agree by written notice to the Company (a "Preemptive Exercise Notice") to purchase up to their Pro Rata Amount of such New Securities (and any Excess New Securities) for the New Securities Price and upon the general terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by any such Stockholder. In the event that in connection with such a proposed issuance of New Securities, such Stockholder shall for any reason fail or refuse to give such written notice to the Company within such ten (10) Business Days period, such Stockholder shall, for all purposes of this Section 2.5, be deemed to have refused (in that particular instance only) to purchase any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 2.5 to purchase any of such New Securities. In the event that any Stockholder does not elect to purchase all of its respective Pro Rata Amount of such New Securities, the New Securities that were available for purchase by such non-electing Stockholders (the "Excess New Securities") shall automatically be deemed to be accepted for purchase by the Stockholders who indicated in their Preemptive Exercise Notice a desire to participate in the purchase of New Securities in excess of their Pro Rata Amount. Unless otherwise agreed by all of the Stockholders participating in the purchase of such New Securities, each Stockholder who indicated to purchase more than its Pro Rata Amount shall purchase a number of Excess New Securities equal to the lesser of (i) the number of Excess New Securities indicated in the Preemptive Exercise Notice, if any, and (ii) an amount equal to the product of (A) the aggregate number of Excess New Securities and (B) a fraction, the numerator of which is the number of Equity Securities held at such time by such Stockholder and the denominator of which is the aggregate number of Equity Securities held at such time by all Stockholders who participate in the purchase of Excess New Securities.

Grant of Preemptive Rights to Stockholders. (a) In the event that, at any time, the Company shall decide to undertake an issuance of New Securities that is permitted by this AgreementSecurities, the Company shall at such time deliver to the Behrman Investor Group, the Senior Warrantholders and each other Stocxxxxxxx (other than USF) holding at such time Common Stock Equivalents representing not less than one percent (1%) (and any other Stockholder owning 1% of the Common Stock Equivalents as of the date hereof, who shall own less than 1% of the Common Stock Equivalents on any such date as a direct result of the sale of Common Stock Equivalents by the Company in an equity financing after the date hereof in excess of $15,000,000) of all Common Stock Equivalents, written notice of the Company's decision, describing the amount, type and terms (including the exercise price and expiration date thereof in the case of any Options) of such New Securities, the purchase price per New Security (the "New Securities Price") to be paid by the purchasers of such New Securities and the other terms upon which the Company has decided to issue such the New Securities, Securities including, without limitation, the expected timing of such issuance, issuance which shall not will in no event be more than sixty (60) days or less than twenty thirty (2030) Business Days days after the date upon which such notice is given (the "Preemptive Notice"). Each such Stockholder (other than USF) shall have ten fifteen (1015) Business Days days from the date on which they receive it receives the Preemptive Notice to agree by written notice to the Company (a "Preemptive Exercise Notice") to purchase up to their Pro Rata Amount its proportional share of such New Securities (and any Excess New Securities) for at the New Securities Price and upon the general terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by any such Stockholder. In the event that in connection with such a proposed issuance of New Securities, such Stockholder shall for any reason fail or refuse to give such written notice to the Company within such ten fifteen (1015) Business Days day period, such Stockholder shall, for all purposes of this Section 2.52.7, be deemed to have refused (in that particular instance only) to purchase any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 2.5 2.7 to purchase any of such New Securities. For purposes of this Section 2.7, a Stockholder's "proportional share" shall mean, at any time, the quotient obtained by dividing the number of Common Stock Equivalents held by such Stockholder at such time by the aggregate number of Common Stock Equivalents held by all Stockholders entitled to preemptive rights under this Section 2.7(a) at such time. In the event that any such Stockholder does not elect to purchase all of its respective Pro Rata Amount of such New Securitiesproportional share, the New Securities that which were available for purchase by such non-electing Stockholders (the "Excess New Securities") shall automatically be deemed to be accepted for purchase by the such Stockholders who indicated in their Preemptive Exercise Notice a desire to participate in the purchase of New Securities in excess of their Pro Rata Amountproportional share. Unless otherwise agreed by all of the such Stockholders participating in the purchase of such New Securitiespurchase, each Stockholder who indicated to purchase more than its Pro Rata Amount proportional share shall purchase a number of Excess New Securities equal to the lesser of (i) the number of Excess New Securities indicated in the Preemptive Exercise Notice, if any, and (ii) an amount equal to the product of (Ax) the aggregate number of Excess New Securities and (By) a fraction, the numerator of which is the number of Equity Securities Common Stock Equivalents held at such time by such Stockholder and the denominator of which is the aggregate number of Equity Securities Common Stock Equivalents held at such time by all Stockholders who participate in the purchase of Excess New Securities.

Grant of Preemptive Rights to Stockholders. (a) In the event that, at any time, the Company shall decide to undertake an issuance of New Securities that is permitted by this AgreementSecurities, the Company shall at such time deliver to each Stockholder written notice of the Company's decision, describing the amount, type and terms (including the exercise price and expiration date thereof in the case of any Options) of such New Securities, the purchase price per New Security (the "New Securities Price") to be paid by the purchasers of such New Securities and the other terms upon which the Company has decided to issue such New Securities, Securities including, without limitation, the expected timing of such issuance, which shall not be less than twenty (20) Business Days after the date upon which such notice is given (the "Preemptive Notice"). Each Stockholder shall have ten (10) Business Days from the date on which they receive the Preemptive Notice to agree by written notice to the Company (a "Preemptive Exercise Notice") to purchase up to their Pro Rata Amount of such New Securities (and any Excess New Securities) for the New Securities Price and upon the general terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by any such Stockholder. In the event that in connection with such a proposed issuance of New Securities, such Stockholder shall for any reason fail or refuse to give such written notice to the Company within such ten (10) Business Days period, such Stockholder shall, for all purposes of this Section 2.5, be deemed to have refused (in that particular instance only) to purchase any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 2.5 to purchase any of such New Securities. In the event that any Stockholder does not elect to purchase all of its respective Pro Rata Amount of such New Securities, the New Securities that which were available for purchase by such non-electing Stockholders (the "Excess New Securities") shall automatically be deemed to be accepted for purchase by the Stockholders who indicated in their Preemptive Exercise Notice a desire to participate in the purchase of New Securities in excess of their Pro Rata Amount. Unless otherwise agreed by all of the Stockholders participating in the purchase of such New Securities, each Stockholder who indicated to purchase more than its Pro Rata Amount shall purchase a number of Excess New Securities equal to the lesser of (ix) the number of Excess New Securities indicated in the Preemptive Exercise Notice, if any, and (iiy) an amount equal to the product of (A) the aggregate number of Excess New Securities and (B) a fraction, the numerator of which is the number of Equity Securities held at such time by such Stockholder and the denominator of which is the aggregate number of Equity Securities held at such time by all Stockholders who participate in the purchase of Excess New Securities.

Grant of Preemptive Rights to Stockholders. (a) In the event that, at any time, the Company or any of its Subsidiaries shall decide to undertake an issuance of New Securities that is permitted by this Agreement, unless the H&F Investors have notified the Company in writing that they will not exercise their rights under this Section 2.5 with respect o such issuance (in which case it is understood that the Company shall have no further obligations under this Section 2.5 with respect to such issuance), the Company shall at such time deliver to each Stockholder written notice of the Company's ’s or such Subsidiary’s decision, describing the amount, type and principal terms (including the exercise price and expiration date thereof in the case of any Options) of such New Securities, the purchase price per New Security (the "“New Securities Price"”) to be paid by the purchasers of such New Securities and the other principal terms upon which the Company or such Subsidiary has decided to issue such New Securities, including, without limitation, the expected timing of such issuance, which shall not be less than twenty (20) Business Days after the date upon which such notice is given (the "“Preemptive Notice"”). Each Stockholder shall have ten (10) Business Days from the date on which they receive the Preemptive Notice to agree by irrevocable written notice to the Company (a "“Preemptive Exercise Notice"”) to purchase up to their Pro Rata Amount of such New Securities (and any Excess New Securities) for the New Securities Price and upon the general terms specified in the Preemptive Notice by giving irrevocable written notice to the Company and stating therein the quantity of New Securities to be purchased by any such Stockholder. In the event that in connection with such a proposed issuance of New Securities, such Stockholder shall for any reason fail or refuse to give such written notice to the Company within such ten (10) Business Days period, such Stockholder shall, for all purposes of this Section 2.5, be deemed to have refused (in that particular instance only) to purchase any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 2.5 to purchase any of such New Securities. In the event that any Non-H&F Stockholder does not elect to purchase all of its respective Pro Rata Amount of such New Securities, the New Securities that were available for purchase by such non-electing Stockholders (the "“Excess New Securities"”) shall automatically be deemed to be accepted for purchase by the Stockholders who indicated in their Preemptive Exercise Notice a desire to participate in the purchase of New Securities in excess of their Pro Rata Amount. Unless otherwise agreed by all of the Stockholders participating in the purchase of such New Securities, each Stockholder who indicated to purchase more than its Pro Rata Amount shall purchase a number of Excess New Securities equal to the lesser of (i) the number of Excess New Securities indicated in the Preemptive Exercise Notice, if any, and (ii) an amount equal to the product of (A) the aggregate number of Excess New Securities and (B) a fraction, the numerator of which is the number of Equity Securities held at such time by such Stockholder and the denominator of which is the aggregate number of Equity Securities held at such time by all Stockholders who participate in the purchase of Excess New Securities. Each such Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to consummate expeditiously each such issuance of New Securities pursuant to this Section 2.5 and any related transactions, including (1) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; (2) filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and (3) otherwise cooperating with the Company, such Subsidiary and the other prospective purchasers of such New Securities. Without limiting the generality of the foregoing, each such Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which such Stockholder will be party. Notwithstanding anything to the contrary set forth herein, a Stockholder shall not be entitled to participate in an issuance of New Securities pursuant to this Section 2.5 unless at the time of such issuance the Company shall be reasonably satisfied that (x) such Stockholder is an “accredited investor” as defined in Regulation D of the Securities Act or such issuance, after giving effect to the participation of such Stockholder therein, would satisfy the requirements of any other exemption from registration available at such time under the Securities Act with respect to such issuance and (y) an exemption from registration or qualification under any state securities laws or foreign securities laws applicable to such issuance due to the participation of such Stockholder therein would be available with respect to such issuance. All costs and expenses incurred by the Company and its Subsidiaries in connection with any proposed issuance of New Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or such Subsidiary. In connection with such proposed issuance of New Securities (whether or not consummated), the Company shall pay the fees and out-of-pocket expenses of a single law firm for all the H&F Investors. Any other costs and expenses incurred by or on behalf of any Stockholder in connection with such proposed issuance of New Securities (whether or not consummated) shall be borne by such holder.