Common use of Exercise of First Offer Right Clause in Contracts

Exercise of First Offer Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Holder written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Holder shall have fifteen (15) days from the date it is deemed to have received any such notice to agree to purchase up to its respective Pro Rata Share (as defined below) of such New Securities for the price and upon the terms speci­fied in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. A Qualified Holder’s “Pro Rata Share” of New Securities, for purposes of this right of first offer, is the ratio that (a) the sum of the number of shares of Common Stock then held by such Qualified Holder and the number of shares of Registrable Securities issuable upon conversion of the Shares (which, for purposes of this Section 2.3 only, shall be deemed to include the shares of Series F Preferred Stock) then held by such Qualified Holder bears to (b) the sum of the total number of shares of Common Stock then held by all stockholders of the Company (assuming for clauses (a) and (b) above the conversion of any outstanding preferred stock or other convertible securities, the exercise of any options, warrants or other exercisable securities outstanding or reserved for issuance on the date of this Agreement and the conversion of the then outstanding principal and accrued interest of the Notes issued pursuant to the Note Purchase Agreement into shares of stock issued in the financing at the purchase price per share of the stock to be sold in the financing).

Exercise of First Offer Right. In the event the Company proposes ----------------------------- to undertake an issuance of New Securities, it shall give each Qualified Holder written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Holder shall have fifteen (15) days from the date it is deemed to have received any such notice to agree to purchase up to its respective Pro Rata Share (as defined below) of such New Securities for the price and upon the terms speci­fied specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. A Qualified Holder’s “'s "Pro Rata Share” " of New Securities, for purposes of this -------------- right of first offer, is the ratio that (a) the sum of the number of shares of Common Stock then held by such Qualified Holder and the number of shares of Registrable Securities issuable upon conversion of the Shares (which, for purposes of this Section 2.3 only, shall be deemed to include the shares of Series F Preferred Stock, except for the sale of additional shares of the Company's Series D Preferred Stock pursuant to the Amended Series D Purchase Agreement, for which purpose the shares of Series F Preferred Stock shall be excluded) then held by such Qualified Holder bears to (b) the sum of the total number of shares of Common Stock then held by all stockholders of the Company (assuming for clauses (a) and (b) above the conversion of any outstanding preferred stock or other convertible securities, securities and the exercise of any options, warrants or other exercisable securities outstanding or reserved for issuance on the date of this Agreement and the conversion of the then outstanding principal and accrued interest of the Notes issued pursuant to the Note Purchase Agreement into shares of stock issued in the financing at the purchase price per share of the stock to be sold in the financingAgreement).