Right to Participate in Certain Sales of Additional Securities. Subject to Section 5.6 of the Purchase Agreement and Section 5A.3 of the Series F Purchase Agreement, the Company agrees that it will not sell or issue any shares of capital stock of the Company, or other securities convertible into or exchangeable for capital stock of the Company or options, warrants or rights carrying any rights to purchase capital stock of the Company (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to the Investors identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if any of the Investors do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to the Investors shall remain open and irrevocable for a period of thirty (30) days during which time the Investors may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be purchased by any such Investor, including the number of shares or securities which the Investor would purchase if the other Investors do not elect to purchase, with the rights of the electing Investors to purchase such additional shares or securities to be based on the relative holdings of shares of the electing Investors. Any securities so offered which are not purchased by the Investors pursuant to such offer may be sold by the Company, but only on the terms and conditions set forth in the initial offer to the Investors, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30) day period. For purposes of this Section 3.1, each Investor’s “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by such Investor (as determined in accordance with Section 1.2 hereof) bears to the total number of shares of Common Stock outstanding on the date of the Preemptive Rights Notice (determined on a fully-diluted and an as-converted basis). Notwithstanding the foregoing, the right to purchase shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) up to 17,350,204 shares o...
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) debt or equity securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder (each, an “Offeree”) the opportunity to purchase its Pro Rata Allotment (as defined below) of the securities (subject to increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 12.1 shall remain open for a period of 30 days following receipt by the Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (in each case, “Additional Shares”), unless the Company first complies with all of the provisions of this Section 4.5.
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue or agree to sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder who is an "accredited investor," as such term is defined in Rule 501 under the Securities Act (an "Eligible Stockholder"), the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Eligible Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties (a "Pre-Emptive Right Notice"). The Company's offer pursuant to this Section 5.1 shall remain open and irrevocable for a period of twenty (20) days following receipt by the Eligible Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. (a) The Company agrees that it will not sell or issue (i) any shares of capital stock of the Company, (ii) securities convertible into or exchangeable for capital stock of the Company or (iii) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written offer to each TA Investor and Principal Management Stockholder who holds any shares of capital stock of the Company (collectively, the "Offerees") identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Offeree the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. Each Offeree's "Pro Rata Allotment" of such securities shall be based on the ratio which the Common Stockholder Shares then owned by it bears, on an as-converted basis, to all of the then issued and outstanding Common Stockholder Shares as of
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (other than sales or issuances set forth in Section 5.5) (each an “Issuance”), unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over-allotment if some Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties (the “Right to Participate”). The Company’s offer (the “Participation Offer”) pursuant to this Section 5.1 shall remain open and irrevocable for a period of thirty (30) days following receipt by the Stockholders of such written notice.
Right to Participate in Certain Sales of Additional Securities. Following the date of this Agreement, the Company shall not sell or issue or agree to sell or issue: (a) any shares of capital stock of the Company, (b) any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, or (c) any options, warrants or rights carrying any rights to purchase shares of capital stock of the Company, unless the Company first submits a written notice to each Investor and Management Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Investor and Management Stockholder who is an “accredited investor,” as such term is defined in Rule 501 under the Securities Act (an “Eligible Person”), the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities described in the immediately preceding clauses (a) through (c) (subject to increase for over-allotment if any Eligible Persons do not fully exercise their rights under this Section 5.1) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties (a “Participation Right Notice”). The Company’s offer pursuant to this Section 5.1 shall remain open and irrevocable for a period of 20 days following receipt by the Eligible Persons of such Participation Right Notice.
Right to Participate in Certain Sales of Additional Securities. So long as Amun continues to hold or is deemed to hold through one or more of their Affiliated Transferees at least 50% of the Acquired Shares issued to Amun on the Closing Date (as the same may be proportionately adjusted by way of a stock split, stock dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization), the Company agrees that it will not, subject to Section 5.5 below, sell or issue: (a) any shares of capital stock of the Company (which includes shares of both Common Stock and Preferred Stock), (b) securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to Amun identifying the terms of the proposed sale (including the name or names of the third party proposed purchasers, price, number or aggregate principal amount of securities and all other material terms), and offers to Amun the opportunity to purchase up to one hundred percent (100%) of the securities proposed to be issued on terms and conditions, including price, no less favorable than those on which the Company proposes to sell such securities to such proposed purchasers. The Company’s offer pursuant to this Section 5.1 shall remain open and irrevocable for a period of ten (10) calendar days following the Company’s sending of such written notice.
Right to Participate in Certain Sales of Additional Securities. 1.7. Subject to Section 2.3 hereof, the Company agrees it will not, without the approval of the Majority Interest (as defined below in this Section 2.1(a), sell or issue for cash (a) any shares of capital stock of the Company or (b) debt or securities convertible into or exercisable or exchangeable for capital stock of the Company, unless the Company first submits a written notice to the Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue or agree to sell or issue any (a) Shares or (b) other debt instruments to Xxxxxxx Capital III, L.P. or one of its Affiliates, unless the Company first submits a written notice to each Investor, Debt Investor and Management Stockholder (collectively, the "Pre-Emptive Right Parties" and individually, each a "Pre-emptive Right Party") identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Pre-Emptive Right Party the opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of the securities (or debt instrument, if applicable) (subject to increase for over-allotment if some Pre-Emptive Right Parties do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities (or debt instrument, if applicable) to a third party or parties (a "Pre-Emptive Right Notice"). The Company's offer pursuant to this Section 6.1 shall remain open and irrevocable for a period of thirty (30) days following receipt by the Pre-Emptive Right Parties of such written notice.
