Common use of Rights of Purchasers Clause in Contracts

Rights of Purchasers. (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of its Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to each Purchaser a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Purchaser (A) a pro rata portion of the Offered Securities determined by dividing (x) the aggregate number of shares of Common Stock then held by such Purchaser (giving effect to the conversion of all shares of convertible preferred stock then held and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporation) by (y) the total number of shares of Common Stock then outstanding (giving effect to the conversion of all outstanding shares of convertible preferred stock and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporation, and assuming, further, the issuance of all authorized shares under the Company's 1999 Stock Incentive Plan, as amended) (such pro rata portion of the Offered Securities, the "Basic Amount"), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the "Undersubscription Amount").

Rights of Purchasers. (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of its Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to each Purchaser a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Purchaser (A) a pro rata portion of the Offered Securities determined by dividing (x) the aggregate number of shares of Common Stock then held by such Purchaser (giving effect to the conversion of all shares of convertible preferred stock then held and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporationheld) by (y) the total number of shares of Common Stock then outstanding (giving effect to the conversion of all outstanding shares of convertible preferred stock and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporation, and assuming, further, the issuance of all authorized shares under the Company's 1999 Stock Incentive Plan, as amendedstock) (such pro rata portion of the Offered Securities, the "Basic Amount"), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the "Undersubscription Amount").

Rights of Purchasers. (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchangeexchange ("Issue"), (i) any shares of its Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the "Offered Securities"), unless in each such case the Company shall have first complied with this Section 3.1. The Company shall deliver to each Purchaser a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "Offer"), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Purchaser (A) a pro rata portion of the Offered Securities determined by dividing (x) the aggregate number of shares of Common Stock then held by such Purchaser (giving effect to the conversion of all shares of convertible preferred stock then held and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporationby each Purchaser) by (y) the total number of shares of Common Stock then outstanding (giving effect to the conversion of all outstanding shares of convertible preferred stock and assuming the issuance of 1,285,527 shares (or 2,147,616 shares, as the case may be) of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations affecting the Common Stock) in accordance with the Exit Special Adjustment provision of Article Fourth, B.4(i)(i) of the Company's Amended and Restated Certificate of Incorporation, and assuming, further, the issuance of all authorized shares under the Company's 1999 Stock Incentive Plan, as amendedstock) (such pro rata portion of the Offered Securities, the "Basic Pro Rata Amount"), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser . The Offer shall indicate it will purchase or acquire should the other Purchasers subscribe remain open for not less than their Basic Amounts (the "Undersubscription Amount")30 days.