Common use of Subscription Right Clause in Contracts

Subscription Right. (a) If at any time after the date hereof, the Company determines to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities convertible or exchangeable into equity securities) of the Company (other than: (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued or issuable upon exchange of the Exchangeable Preferred Stock) then, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall:

Subscription Right. (a) If at any time after the date hereof, the Company determines to issue equity securities of any kind (for these purposes, the term "“equity securities" ” shall include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities convertible or exchangeable into equity securities) of the Company (other than: (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued or issuable upon exchange of the Exchangeable Preferred Stock) then, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall:

Subscription Right. (a) If at any time after the date hereof, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securitiessecurities but shall not include the issuance of securities (i) upon conversion of the Preferred Stock ("Preferred Stock") or Convertible Promissory Notes ("Convertible Notes") issued under the Warburg Agreement, as amended by the Warburg Consent, (ii) pursuant to which the Company or any of its subsidiaries acquires another corporation or other entity by merger, consolidation, exchange offer, share exchange, purchase of substantially all of the assets or stock, or other form of reorganization, (iii) pursuant to any employee or director stock option or incentive plans, stock bonus plan, employee stock purchase plan, employee savings plan, supplemental executive retirement plan, management equity program, or similar employee or director stock plan (iv) to providers and/or customers of the Company in an amount not to exceed 2% of the shares of Common Stock outstanding from and after the date hereof, (other thanvi) pursuant to that certain Rights Agreement dated as of the Closing Date between the Company and ChaseMellon Shareholder Services, LLC ("Rights Agreement"), or (viii) under the Warrant Agreement between the Company and Principal dated of even date herewith) then, as to Principal, the Company shall: (a) give written notice setting forth in reasonable detail (i) the designation and all of the terms and provisions of the securities proposed to be issued (the public in a firm commitment underwriting pursuant to a registration statement filed under "Proposed Securities"), including, where applicable, the Securities Actvoting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (ii) the issuance price and other terms of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Boardproposed sale of such securities; (iii) any equity the amount of such securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Boardproposed to be issued; and (iv) securities issued such other information as the holders of the Securities may reasonably request in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by order to evaluate the Boardproposed issuance; (vb) stock issued or issuable pursuant offer to issue to Principal (and/or to any rights or agreements outstanding as of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 other Mutual Affiliate which shall own shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after ) upon the date terms described in subparagraph (a) above an amount of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect Equity Securities identical to the initial sale or grant by Proposed Securities (the Company "Subscription Securities") equal to (i) the number of Proposed Securities to be issued times (ii) such percentage as will allow Principal and the Mutual Affiliates to own, following the issuance of the Proposed Securities, a percentage of such rights or agreements; Equity Securities equal to a percentage determined by dividing (vix) shares the number of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued or issuable upon exchange owned by Principal and/or any Mutual Affiliate immediately preceding the issuance of the Exchangeable Preferred Stock) thenProposed Securities, for so long as WP Owns at least two-thirds of by (iy) the aggregate total number of Shares acquired shares of Common Stock outstanding immediately preceding the issuance of the Proposed Securities (provided that in no event shall such percentage determined by it on dividing (x) by (y) exceed 40%). (c) Principal and/or Mutual Affiliate must notify the Initial Closing Date, or Company of its intent to exercise its purchase rights hereunder within ten (ii10) in days after receipt of such notice from the event Company and purchase the Exchange occurs, Subscription Securities upon the Exchange Date Sharesclosing of the issuance of the Proposed Securities. 2 3 (d) Upon the expiration of the offering period described above, the Company shall:will be free to sell such Subscription Securities that Principal and/or any Mutual Affiliate has not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to Principal and/or any Mutual Affiliate. Any Subscription Securities offered or sold by the Company after such ninety (90) day period must be reoffered to Principal and/or any Mutual Affiliate pursuant to this Section 2. (e) The election by Principal and/or any Mutual Affiliate not to exercise its subscription rights under this Section 2 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving Principal and/or any Mutual Affiliate the rights described in this Section 2 shall be void and of no force and effect. SECTION 3.

Subscription Right. (a) If at any time after the date hereof, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company (other than: than the issuance of securities (i) upon conversion of any Preferred Stock outstanding on the date of this Agreement pursuant to the Company's Certificate of Incorporation, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance Act of equity securities to employees1933, officers or directors ofas amended, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation pursuant to the acquisition of another corporation by the Company provided such acquisitionby merger, merger purchase of substantially all of the assets or consolidation has been approved by the Board; other form of reorganization or (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights an employee stock option plan, stock bonus plan, stock purchase plan or agreements outstanding other management equity program), then, as to each Stockholder who then holds in excess of 5% of the date of this Agreement, including warrants then outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued or issuable upon exchange of the Exchangeable Preferred Stock) then, for so long (on an as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Sharesconverted basis), the Company shall:: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each such Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock held by such Stockholder and issuable to such Stockholder, assuming conversion in full of any convertible securities then held by such Stockholder, by (y) the total number of Shares of Common Stock then outstanding, including for purposes of this calculation all Shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities. Each such Stockholder must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Stockholder are not fully subscribed by such Stockholder, the remaining Proposed Securities will not be reoffered to the Stockholders purchasing their full allotment. To the extent that the Company offers two or more securities in units, Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions not more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such ninety (90) day period must be reoffered to the Stockholders pursuant to these terms.

Subscription Right. (a) If at any time after the date hereof, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company and any Series F Purchaser is to be a purchaser thereof (other than: than the issuance of equity securities (i) upon conversion of any preferred stock pursuant to the Company's Certificate of Incorporation, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of substantially all of the assets or outstanding capital stock or other form of transaction, or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program, then, as to each Stockholder, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) the issuance of equity securities offer to employees, officers or directors of, or consultants or advisors issue to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided each such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as Stockholder a portion of the date Proposed Securities equal to a percentage determined by dividing (x) the number of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued Beneficially Owned by such Stockholder, assuming conversion in full of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon exchange conversion in full of any then outstanding convertible securities or upon exercise in full of any outstanding options or warrants. Each such Stockholder must exercise its purchase right hereunder within 10 days after receipt of such notice from the Company. If all of the Exchangeable Preferred Stock) then, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired Proposed Securities offered to such Stockholder are not fully subscribed by it on the Initial Closing Date, or (ii) in the event the Exchange occurssuch Stockholder, the Exchange Date Sharesremaining Proposed Securities will not be reoffered Upon expiration of the offering period described above, the Company shall:will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions not more favorable to the purchasers thereof than offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90 day period must be reoffered to the Stockholders pursuant to these terms.

Subscription Right. (a) If at any time From and after the Closing Date until the ------------------ earlier of (i) an IPO and (ii) the date hereofon which Buyer no longer owns any Preferred Shares, if the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall includeinclude for the purposes of this Section 6.05, without limitation, Common Stock, any equity securities and all warrants, options or other rights to acquire equity securities, and debt securities convertible into or exchangeable into for equity securities) of the Company (other than: than the issuance of securities (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance upon conversion of equity or exercise securities to employees, officers or directors of, or consultants or advisors to of the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreementhereof, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock(ii) in an IPO, and stock issued (iii) pursuant to any such rights or agreements granted after the date acquisition of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant another entity by the Company by merger, purchase of such rights substantially all of the assets or agreements; other form of reorganization, (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program, (v) to vendors, customers and consultants of the Company for purposes primarily other than the raising of capital or (vi) shares of Exchangeable Preferred Stock issued as dividends in connection with respect to the Shares purchased a public or private debt financing effected by the Investors hereunderCompany (other than with an affiliate of the Company) or upon the conversion or exercise of any securities so issued), then the Company shall: (A) give written notice to Buyer setting forth in reasonable detail: (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereof; (vii2) the price and other terms of the proposed sale of Proposed Securities; (3) the amount of Proposed Securities proposed to be issued; and (4) such other information as Buyer may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to Buyer a portion of the Proposed Securities equal to a percentage determined by dividing (1) the number of shares of Common Stock issued held by Buyer and issuable to Buyer (including for purposes of this calculation, conversion and exercise in full of all securities then held by Buyer that are then convertible into or issuable upon exchange of the Exchangeable Preferred exchangeable for Common Stock) then, for so long as WP Owns at least two-thirds of by (i2) the aggregate total number of Shares acquired by it on the Initial Closing Dateshares of Common Stock then outstanding (including for purposes of this calculation, conversion and exercise in full of all securities then outstanding that are then convertible into or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall:exchangeable for Common Stock).

Subscription Right. (ai) If at any time after the date hereof, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stockany equity securities, any warrants, options or other rights to acquire equity securities and securities (including, without limitation, debt securities) convertible into or exchangeable into for equity securities) of the Company (other than: than the issuance of securities (i) upon conversion of the Preferred Units pursuant to the Operating Agreement, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; , (iiiii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors pursuant to the acquisition of another Person by the Company or its Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or other form of reorganization or otherwise, (iv) pursuant to any an employee benefit unit option plan, unit bonus plan, unit purchase plan or other management equity program in effect on the date hereof or subsequently approved by the Board; , which approval shall include the approval of the Preferred Directors, and not effected for the primary purpose of raising capital, (iiiv) any equity securities in the form of warrants issued as consideration to lessors of property and/or equipment or to financial institutions or related entities in connection with an acquisitioncommercial credit or financing or other similar arrangements which are approved by a majority of the Board, merger or consolidation which approval shall include the approval of the Preferred Directors, (vi) in connection with corporate partnering arrangements which are approved by a majority of the Board, which approval shall include the approval of the Preferred Directors, (vii) to vendors, customers and consultants to the Company provided such acquisition, merger or consolidation has been to the extent approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by which approval shall include the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as approval of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunderDirectors, or (viiviii) shares upon contribution of Common Stock issued all or issuable upon exchange a portion of the Exchangeable ev3 Inc., a Delaware corporation ("ev3"), demand promissory notes held by the Warburg Investors and the Vertical Investors for preferred units of the Company having the same rights, powers, preferences and relative participating, optional or other special rights as the Class B Preferred Stock) Membership Units, as contemplated by the terms of that certain Option, Contribution and Exchange Agreement, dated as of August 29, 2003, by and among the Company, ev3, the Warburg Investors and the Vertical Investors, as the same may be amended from time to time), then, for so as to the Preferred Investors (as long as WP Owns the Preferred Investors Own, in the aggregate, at least two-thirds five percent (5%) of the then outstanding Common Units (ihereinafter for purposes of this Section 3(e) referred to as the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares"Additional Purchasers"), the Company shall:

Subscription Right. (a) If at any time after the date hereofNote Closing, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company (Company, other than: than (i) to shares of Common Stock issuable upon conversion of the public in a firm commitment underwriting pursuant to a registration statement filed under Notes or the Securities Act; Shares or upon exercise of the Warrants, (ii) warrants issued to lenders of non-convertible debt and the issuance of equity securities to employeesCommon Stock issuable upon exercise thereof, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as of the date of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, Options (as such term is defined in the Charter Amendment) and stock Convertible Securities (as such term is defined in the Charter Amendment) issued as consideration for bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (iv) Options, Convertible Securities and shares of Common Stock (A) issued pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees, officers, directors and/or consultants of the Company or its subsidiaries, duly adopted by the Board of Directors, or (B) contributed to qualified Plans, duly adopted by the Board of Directors provided such rights or agreements granted after Plan contributions do not exceed 500,000 shares per annum in the date aggregate, (v) pursuant to the terms of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; Agreement, (vi) shares of Exchangeable Preferred Common Stock issued as dividends with respect issuable pursuant to the Shares purchased by the Investors hereunder, Rights Plan or (vii) shares equity securities issued pursuant to any securities split, securities dividend, recapitalization or reorganization or other event that does not dilute the economic interest of Common Stock issued or issuable upon exchange of the Exchangeable Preferred Stock) thenany Eligible Holder, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, then the Company shall:

Subscription Right. (a) If at any time after the date hereof, the Company determines proposes to issue equity securities of any kind (for these purposes, the term "equity securities" shall include, without limitation, Common Stock, include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company and any Series F Purchaser is to be a purchaser thereof (other than: than the issuance of equity securities (i) upon conversion of any preferred stock pursuant to the Company's Certificate of Incorporation, (ii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of substantially all of the assets or outstanding capital stock or other form of transaction or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program), then, as to each Stockholder, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), (2) the price and other terms of the proposed sale of such securities, (3) the amount of such securities proposed to be issued and (4) such other information as the Stockholder may reasonably request in order to evaluate the proposed issuance; and (ii) the issuance of equity securities offer to employees, officers or directors of, or consultants or advisors issue to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided each such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to any rights or agreements outstanding as Stockholder a portion of the date Proposed Securities equal to a percentage determined by dividing (x) the number of this Agreement, including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to any such rights or agreements granted after the date of this Agreement approved by the Board; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (vi) shares of Exchangeable Preferred Stock issued as dividends with respect to the Shares purchased by the Investors hereunder, or (vii) shares of Common Stock issued Beneficially Owned by such Stockholder, assuming conversion in full of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon exchange conversion in full of any then outstanding convertible securities or upon exercise in full of any outstanding options or warrants. Each such Stockholder must exercise its purchase right hereunder within 10 days after receipt of such notice from the Company. If all of the Exchangeable Preferred Stock) then, for so long as WP Owns at least two-thirds of (i) the aggregate number of Shares acquired Proposed Securities offered to such Stockholder are not fully subscribed by it on the Initial Closing Date, or (ii) in the event the Exchange occurssuch Stockholder, the Exchange Date Sharesremaining Proposed Securities will not be reoffered to the Stockholders purchasing their full allotment. To the extent that the Company offers two or more securities in units, Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. Upon expiration of the offering period described above, the Company shall:will be free to sell such Proposed Securities that the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions not more favorable to the purchasers thereof than offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90 day period must be reoffered to the Stockholders pursuant to these terms.