Common use of Certain Preemptive Rights Clause in Contracts

Certain Preemptive Rights. If prior to a Qualified IPO the Company proposes to issue, sell, or grant securities convertible into shares of Common Stock (collectively, the "Securities"), then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to all Stockholders of such proposed issuance. Such notice shall describe the proposed issuance, and contain an offer to each of the Stockholders to sell to such Stockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage equal to the percentage of the outstanding Common Stock held by such Stockholder before such proposed issuance; PROVIDED, HOWEVER, that if the use of proceeds of such Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase) of the Securities to be sold. If any such Stockholder fails to accept such offer by written notice within 25 days after its receipt of the Company's notice, the Company may proceed with such proposed issuance, free of any right on the part of such Stockholder under this Section 4.3 in respect thereof. This Section 4.3 shall not apply to: (i) issuances to employees or pursuant to employee benefit or stock option plans which shall not exceed 10% in the aggregate of the shares of capital stock of the Company, on a fully diluted basis; (ii) Securities distributed or set aside to all holders of Common Stock on a per share equivalent basis; (iii) any other issuance of Securities pursuant to or as a result of the transactions contemplated by the Recapitalization Agreement or issuance of Securities upon the conversion, exercise or exchange of such Securities or (iv) Securities issued in a business combination or acquisition approved pursuant to Section 2.2.