RIGHT TO PURCHASE EQUITY SECURITIES. (a) So long as an Initial Holder owns any Warrants or Warrant Stock, if the Company proposes to and does issue any Equity Securities (other than in a registered public offering or in a transaction in which Equity Securities are exchanged for the assets or securities of another person; provided that the Board has determined in good faith that the assets or securities received by the Company in such exchange have a fair value at least equal to the value of the Equity Securities of the Company exchanged therefor) the Company shall offer each such Initial Holder the right to participate proportionately in a percentage amount equal to the percentage of the Company's Common Stock (on a fully diluted basis) represented by the Warrants and/or Warrant Stock held by each such Initial Holder as of the date of issuance of any such Equity Securities (the "DATE OF ISSUANCE") and on the same terms and conditions and at the same per unit price (the "ISSUE PRICE"). The Company shall give written notice to each such Initial Holders of any such issuance as far in advance of the Date of Issuance as possible, but in no event less than 10 days in advance of the Date of Issuance (a "Notice of Issuance"). The Notice of Issuance will describe in reasonable detail the terms and conditions of the proposed issuance, including the Issue Price, the maximum number of Equity Securities that each Initial Holder will be entitled to purchase (assuming for this purpose only that the number of Warrants and/or shares of Warrant Stock held by each Initial Holder does not change between the date of the giving of such notice and the Date of Issuance) on the Date of Issuance.
RIGHT TO PURCHASE EQUITY SECURITIES. During the twelve (12) month period beginning on the date hereof, the Company hereby grants to the Shareholder the right to purchase any or all of the Shareholder’s Preemptive Share Percentage (as defined below) of all Equity Securities that the Company may, from time to time, propose to issue and sell at the cash price and on the terms on which the Company proposes to sell such Equity Securities. The Shareholder’s “Preemptive Share Percentage” shall be equal to a fraction (a) the numerator of which is the number of shares of Common Stock held by the Shareholder on the date of the Company’s written notice pursuant to Section 7.2 and (b) the denominator of which is the aggregate number of shares of Common Stock outstanding on such date.
RIGHT TO PURCHASE EQUITY SECURITIES. (a) So long as an Initial Holder owns any Warrants or Warrant Stock, if the Company proposes to and does issue any Equity Securities (other than in a registered public offering or in a transaction in which Equity Securities are exchanged for the assets or securities of another person; PROVIDED, that the Board has determined in good faith that the assets or securities received by the Company in such exchange have a fair value at least equal to the value of the Equity Securities of the Company exchanged therefor) the Company shall offer each such Initial Holder the right to participate proportionately in a percentage amount equal to the percentage of the Company's Common Stock (on a fully diluted basis) represented by the Warrants and/or Warrant Stock held by each such Initial Holder as of the date of issuance of any such Equity Securities (the "DATE OF ISSUANCE") and on the same terms and conditions and at the same per unit price (the "ISSUE PRICE"). The Company shall give written notice to each such Initial Holders of any such issuance as far in advance of the Date of Issuance as possible, but in no event less than 10 days in advance of the Date of Issuance (a "
RIGHT TO PURCHASE EQUITY SECURITIES. The Company shall not issue, sell, transfer to any Person or grant to any Person a right to acquire any shares of capital stock or options, warrants or similar instrument or any other security convertible or exchangeable for shares of capital stock of the Company (other than (i) through exercise of any options, warrants, Convertible Debentures or Senior Preferred Stock or the 9.9% Non-Voting Mandatorily Redeemable Preferred Stock, Series A and B outstanding on the date hereof and other than issuance of options to the employees or directors of the Company and the Company Subsidiaries pursuant to Benefit Plans existing on the date hereof, as such Benefit Plans may be amended or replaced, provided that such amended or replaced Benefit Plans shall have terms similar to and consistent with the terms of existing Benefit Plans, and the exercise of such options, (ii) as consent payments contemplated by and in accordance with Section 5.01(d)(iv), (iii) as contemplated by the Transaction Agreement, or (iv) as dividends on or on conversion or in redemption of shares of preferred stock contemplated by and in accordance with Section 5.01(d)(iii) (the "Equity Securities")), unless the Purchaser is notified in writing of any such issuance, sale or transfer and is offered the right to purchase at the sale price and on the terms of the sale and conditions such quantity of Equity Securities as would be necessary for the Purchaser to maintain the then current beneficial ownership level of the Diluted Shares. The Purchaser's preemptive rights pursuant to this Section 5.10 will be exercised in a manner and based on a timetable that will not restrict or adversely affect the Company's ability to raise equity capital in a flexible and cost-effective manner.
RIGHT TO PURCHASE EQUITY SECURITIES. The Company shall not issue or sell, agree or obligate itself to issue or sell, or reserve or set aside for issuance or sale any Equity Securities (collectively, “New Issuances”), other than an Exempt Issuance, unless in the case of each New Issuance, the Company shall have first offered to sell Equity Securities (the “Offered Securities”) to the Major Investors as follows: the Company shall offer to sell to each Major Investor that number of such Offered Securities which, if all such Offered Securities were purchased and the New Issuance consummated, would result in such Major Investor holding that percentage of such Offered Securities equal to the percentage of all of the Underlying Common Stock owned by such Major Investor immediately prior to such sale. The rights set forth in this Section 9 shall be exercised by each Major Investor, if at all, by written notice to the Company delivered not later than 15 Business Days after the receipt by such Major Investor of the Offer Notice in accordance with the terms and conditions stated therein, and such right shall expire at the end of the fifteenth Business Day after the day of the receipt by such Major Investor of the Offer Notice.
