Common use of Preemptive Right Clause in Contracts

Preemptive Right. 6.1 At any time after the date hereof and subject to the following sentence, if the Company proposes to issue any New Securities for cash (a “Preemptive Right Offering”), the Purchaser shall have the right (but not the obligation) to purchase up to such number of New Securities as required to maintain an Ownership Percentage (i) if the Pricing Condition is met with respect to such Preemptive Right Offering, at the lesser of (a) 15% and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each case, on the same terms and conditions that are applicable to such New Securities, at a price per share or security equal to the price paid by the purchaser(s) in such issuance of New Securities (such shares, the “Preemptive Right Shares”), provided that Purchaser shall not be entitled to acquire Preemptive Right Shares pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below). The Purchaser’s right to participate in Preemptive Right Offerings shall terminate following a Termination Event. Notwithstanding the foregoing, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value by the Purchaser of any of the shares of Common Stock purchased pursuant to the Common Stock Purchase Agreement.

Preemptive Right. 6.1 At The Issuer shall not issue additional shares of common or preferred equity of the Issuer or securities of the Issuer convertible into or exchangeable for common or preferred equity or sell any time after such securities held by the date hereof Issuer (collectively an "Issuance") unless, within 30 days following such Issuance, the Issuer notifies the holders of all outstanding shares of Series B Preferred Stock (the "Series B Holders") in writing of the Issuance and grants to the Series B Holders the right (the "Right"), subject to the following sentencelimitations set forth below, if the Company proposes to issue any New Securities subscribe for cash (a “Preemptive Right Offering”), the Purchaser shall have the right (but not the obligation) to and purchase up to such number additional shares of New Securities as required to maintain an Ownership Percentage (i) if the Pricing Condition is met with respect to such Preemptive Right Offeringcommon or preferred equity, at the lesser of (a) 15% same price and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each case, on the same terms as reflected in the Issuance, such that upon exercise of that Right the Series B Holders will own the same voting and conditions that are applicable economic interest in the Issuer as held by them before the Issuance. The Issuer shall prior to such New Securitiesany Issuance, at reserve a price per share sufficient number of authorized but unissued or security equal treasury shares of common or preferred equity, for issuance pursuant to the price paid Right. The Right shall be exercisable by the purchaser(sSeries B Holders or their assignee or assignees for a period of 30 business days after receipt of written notice from the Issuer of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur within 14 days after receipt of said notice. The Right shall not apply to any shares issued (i) to employees, officers or directors pursuant to plans approved by the Board; (ii) in such issuance of New Securities connection with mergers and acquisitions; (such shares, iii) in amounts less than $500,000 in any single transaction where the “Preemptive Right Shares”)purchase price is not less than the applicable Conversion Price per share, provided that Purchaser the aggregate amount of all such transactions shall not be entitled to acquire Preemptive Right Shares exceed $1,000,000; or (iv) pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below)a public offering. The Purchaser’s This right to participate in Preemptive Right Offerings shall terminate following a Termination Event. Notwithstanding the foregoing, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value by the Purchaser as to each share of any of the shares of Series B Preferred Stock upon its conversion into Common Stock purchased pursuant to the Common Stock Purchase AgreementStock.

Preemptive Right. 6.1 At If at any time after the date hereof and subject Company desires to issue or sell any shares (the "ADDITIONAL SHARES") of its capital stock that entitle the holder thereof to voting rights (other than Non-Preemptive Shares) to any Person, the Company shall give a written notice (the "ISSUANCE NOTICE") to the following Purchasers setting forth the proposed terms of such Additional Shares and the quantity of Additional Shares to be issued, the issuance date and the price at which such Additional Shares shall be issued. Each of the Purchasers shall have the option to purchase the number of Additional Shares necessary to maintain such Purchaser's percentage of issued and outstanding voting shares of the Company at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an unconditional agreement to purchase all (and not less than all) of the Additional Shares to which such Purchaser is entitled to purchase. Failure by a Purchaser to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. At the option of the Company, within 14 days of Company's receipt of the Response Notice or at the time of the closing of the sale of Additional Shares to any Persons pursuant to the next sentence, if the Company proposes shall sell to issue such Purchaser and such Purchaser shall purchase the Additional Shares that such Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. For a period of 270 days after any New Securities for cash (a “Preemptive Right Offering”)Issuance Notice, the Purchaser Company shall have the right (but not the obligation) to purchase issue or sell to any Person up to such the number of New Securities Additional Shares specified in the Issuance Notice less the number of Additional Shares pursuant to duly tendered Response Notices at a price and on terms not materially less favorable to the Company than as required specified in the Issuance Notice. If the Company desires to maintain an Ownership Percentage issue or sell Additional Shares, (i) if the Pricing Condition is met with respect to after such Preemptive Right Offering270-day period, at the lesser of (a) 15% and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each case, on the same terms and conditions that are applicable to such New Securities, at a price per share or security equal materially less favorable to the price paid by Company than as specified in the purchaser(sIssuance Notice or (iii) in such issuance of New Securities (such sharesa quantity greater than as specified in the previous sentence, the “Preemptive Right Shares”Company must again comply with this Section 5(g), provided that Purchaser shall not be entitled to acquire Preemptive Right Shares . The rights and obligations of the parties pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below). The Purchaser’s right to participate in Preemptive Right Offerings 5(g) shall terminate following a Termination Event. Notwithstanding upon the foregoing, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value by the Purchaser closing of any of the shares of Common Stock purchased pursuant to the Common Stock Purchase Agreementan Initial Public Offering.

Preemptive Right. 6.1 At any time after the date hereof and subject to the following sentence, if In case the Company proposes at any time to issue or sell, on or prior to December 31, 2014, any New Securities for cash Units or any options, warrants, or other rights to purchase Units or any securities convertible into Units (other than securities issued in a public offering) (the “Offered Securities”) in a transaction in which OMEX or any Affiliate thereof will acquire Offered Securities, the Company shall, no later than ten (10) days prior to the consummation of such transaction (a “Preemptive Right OfferingRights Transaction”), give notice in writing (the Purchaser “Preemptive Rights Offer Notice”) of such Preemptive Rights Transaction to the Buyer. The Preemptive Rights Offer Notice shall have describe the right proposed Preemptive Rights Transaction, identify the proposed purchaser, and contain an offer (but not the obligation“Preemptive Rights Offer”) to purchase up sell to such the Buyer, at the same consideration to be paid by the proposed purchasers, that number of New Offered Securities as required to maintain an Ownership Percentage Buyer’s ownership percentage of the fully-diluted Units in effect as of the date of the Preemptive Rights Offer Notice (i) if the Pricing Condition is met with respect to such Preemptive Right Offering, at the lesser of (a) 15% and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each case, on the same terms and conditions that are applicable to such New Securities, at a price per share or security equal to the price paid by the purchaser(s) in such issuance of New Securities (such shares, the “Preemptive Right SharesMaximum Offer Amount”), provided that Purchaser shall not be entitled to acquire Preemptive Right Shares pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below). The Purchaser’s right Buyer may subscribe for all or a portion of its Maximum Offer Amount on or prior to participate the 30th day following the date of sale of the Offered Securities to the initial purchasers. When the Offered Securities are accepted in Preemptive Right Offerings shall terminate following a Termination Event. Notwithstanding the foregoingmanner set forth in this Section 6.2, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value Company shall, as promptly as practicable but no later than twenty (20) days after acceptance by the Purchaser Buyer of any its subscription portion of the shares Maximum Offer Amount, issue certificates representing the applicable number of Common Stock purchased pursuant Offered Securities (free of all liens and encumbrances) to the Common Stock Purchase AgreementBuyer against delivery by such holder of the consideration payable therefor.

Preemptive Right. 6.1 At (a) If the Company proposes to issue, sell or grant rights to acquire for cash any time after the date hereof and subject Equity Interests, excluding any Preemptive Issuances to the extent subscribed to by Investors under the following sentencesentence or any Excluded Offering (an "Eligible Offering"), then the Company shall be obligated to offer each Eligible Shareholder the right to purchase at the same price and on substantially the same terms as the proposed issuance, sale or grant such Eligible Shareholder's Proportionate Percentage of the securities to be sold in the Eligible Offering pursuant to the procedures set forth in Section 4.9(b). Notwithstanding anything in this Section 4.9(a) to the contrary, if the Company proposes to issue any New Securities issue, sell or grant rights to acquire for cash (a “Preemptive Right Offering”)any Equity Interests, the Purchaser Heartland Entities (and such other Investors as Heartland may designate) shall have the right (but not the obligation) be entitled to purchase up Equity Interests, without such issuance, sale or grant being subject to such number of New Securities as required to maintain an Ownership Percentage (i) if the Pricing Condition is met with respect to such Preemptive Right Offering, at the lesser of (a) 15% and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each caseany other Shareholder's preemptive rights under this Section 4.9, on the same terms and conditions that are applicable to such New Securities, at a price per share first issuances (whether one or security more) (the "Preemptive Issuances") of Equity Interests for which the Company receives aggregate gross proceeds of $108,604,834 less an amount equal to the price paid by the purchaser(s) in such issuance of New Securities (such shares, the “Preemptive Right Shares”), provided that Purchaser shall not be entitled to acquire Preemptive Right Shares pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below). The Purchaser’s right to participate in Preemptive Right Offerings shall terminate following a Termination Event. Notwithstanding the foregoing, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value by the Purchaser of any of the shares of Common Stock purchased common stock of the Company Transferred by the Family Shareholders pursuant to Section 3.1(a)(i). Until the Common Stock Purchase Agreementthird anniversary of the Effective Time, the Investors will be permitted to exercise their preemptive rights under the preceding sentence on Preemptive Issuances at the Initial Price. On and after the third anniversary of the Effective Time, the Investors will be permitted to exercise their preemptive rights on Preemptive Issuances at the price paid for the Equity Interests by any unaffiliated third party at such time or, if no such price has been paid at such time, at fair market value. The preemptive rights to purchase under this Section 4.9(a) may be assigned by any Eligible Shareholder to its Direct Permitted Transferees.