SJF Clause Samples

SJF. If at any time the Company proposes to (a) issue and sell an amount of securities representing or convertible into more than thirty percent (30%) of the then-outstanding capital stock of the Company (except for issuances and sales of securities described in clauses (b), (c), (d) and (e) of the definition of New Securities), or (b) issue securities representing or convertible into more than five percent (5%) of the then-outstanding capital stock of the Company determined on a fully-diluted basis to Key Holders and/or their family members at a price less than the purchase price paid by the SJF Investors under the terms of the SJF Purchase Agreement (each a “SJF Qualified Issuance”), then the Company shall give the SJF Investors written notice of such issuance (the “SJF Qualified Issuance Notice”), which SJF Qualified Issuance Notice shall include a detailed description of the material terms of the proposed issuance. The SJF Qualified Issuance Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement or directive relating to the proposed issuance.