Common use of Series A Holders Clause in Contracts

Series A Holders. (a) Subject to the provisions of this Section 3.1, each Series A Holder shall have the right to purchase such Series A Holder’s Pro Rata Share (as determined pursuant to Section 3.1(e) below) of any New Securities, other than Junior Offered Equity Securities (which is governed by Section 3.2 hereof), that the Company may, from time to time, propose to sell and issue (“Offered Equity Securities”). (b) In the event the Company proposes to undertake an issuance of Offered Equity Securities, it shall give each Series A Holder written notice (a “Participation Notice”) of such proposed issuance at least 20 days prior to such proposed issuance, describing the type of Offered Equity Securities, the price, the proposed closing date of the offering thereof, and the general terms upon which the Company proposes to issue the same. (c) Each Series A Holder shall be entitled to purchase the Offered Equity Securities for the price and upon substantially similar terms specified in the Participation Notice (and, in any case, at a price and upon substantially similar terms no less favorable than those of the other purchasers in such offering), by giving written notice to the Company of such election (which notice of election shall specify the maximum amount of the Offered Equity Securities which such holder elects to purchase), within 10 days after receiving the Participation Notice from the Company. (d) The time and place of the closing of such purchase shall be the closing date of the offering specified in the Participation Notice or any extended closing date thereof. (e) For purposes of this Section 3.1, each Series A Holder’s “Pro Rata Share” of the Offered Equity Securities shall be equal to a fraction, (i) the numerator of which is the number of shares of Series A Preferred Stock then owned by such Series A Holder, and (ii) the denominator of which is the total number of shares of Series A Preferred Stock outstanding immediately prior to such issuance of Offered Equity Securities. (f) In the event the Stockholders do not elect to purchase all of the Offered Equity Securities specified in the Junior Participation Notice, the Company may sell or issue such Junior Offered Equity Securities for a period of one hundred twenty (120) days after the 10 day period set forth in Section 3.2(d) above at a price and on economic terms no less favorable than set forth in the Participation Notice. Any such Junior Offered Equity Securities not so issued or sold will thereafter again be subject to the participation rights set forth in this Section 3.

Series A Holders. (a) Subject to the provisions of this Section 3.1, each Any Series A Holder shall have may notify the right Company that it intends to purchase offer to or cause to be offered for public sale all or any portion of the Registrable Securities held by or issuable to it (a "Series A Holder Demand Registration"); then, subject to the rights of the Company set forth in Section 2.1(b) and the registration rights of each other Holder set forth in Section 2.3, the Company will use its best efforts to cause such Registrable Securities as may be requested by such Series A Holder’s Pro Rata Share (as determined Holder to be registered under the Securities Act, pursuant to Section 3.1(e) below) of any New Securities, other than Junior Offered Equity Securities (which is governed by Section 3.2 hereof), that the Company may, from time to time, propose to sell and issue (“Offered Equity Securities”). (b) In the event the Company proposes to undertake an issuance of Offered Equity Securities, it shall give each Series A Holder written notice (a “Participation Notice”) of Registration Statement on such proposed issuance at least 20 days prior to such proposed issuance, describing the type of Offered Equity Securities, the price, the proposed closing date of the offering thereof, and the general terms upon which the Company proposes to issue the same. (c) Each Series A Holder shall form as may then be entitled to purchase the Offered Equity Securities for the price and upon substantially similar terms specified in the Participation Notice (and, in any case, at a price and upon substantially similar terms no less favorable than those of the other purchasers in such offering), by giving written notice available to the Company of such election (which notice of election shall specify the maximum amount of the Offered Equity Securities which such holder elects to purchase)for sale in an underwritten offering or a non-underwritten offering, within 10 days after receiving the Participation Notice from the Company. (d) The time and place of the closing of such purchase shall be the closing date of the offering specified in the Participation Notice or any extended closing date thereof. (e) For purposes of this Section 3.1, each Series A Holder’s “Pro Rata Share” of the Offered Equity Securities shall be equal to a fraction, (i) the numerator of which is the number of shares of Series A Preferred Stock then owned as elected by such Series A Holder, and to keep such Registration Statement effective until the earlier of: (iix) the denominator date six months from the date of effectiveness thereof, or (y) the date on which is the total number all of shares of such Series A Preferred Stock outstanding immediately prior to Holder's Registrable Securities registered thereunder are sold; provided, however, that the requesting Series A Holder must request registration of Registrable Securities with a Fair Market Value, on the date of such issuance request, of Offered Equity Securities. at least $10 million (f) In unless the event the Stockholders do not elect to purchase Fair Market Value of all of the Offered Equity Registrable Securities specified held by or issuable to such Series A Holder is less than $10 million, in which event all of the Junior Participation Notice, Registrable Securities held by or issuable to such Series A Holder must be included in such registration in order to effect such registration). Subject to the Company may sell or issue such Junior Offered Equity Securities for a period rights of one hundred twenty (120) days after the 10 day period each Holder as set forth in Section 3.2(d) above at a price 2.1(e), each of Clear Channel, DIRECTV, GM, ▇▇▇▇▇▇, Rare Medium and on economic terms no less favorable than set forth in the Participation Notice. Any such Junior Offered Equity Securities not so issued or sold will thereafter again be subject to the participation rights set forth in TCM Group (which, for purposes of this Section 32.1(a), shall be considered a single "Series A Holder" and which shall act at the direction of holders of a majority in interest of the Registrable Securities of such group) shall be entitled to one Series A Holder Demand Registration as provided herein. The Company may postpone the filing of any Registration Statement required under this Section 2.1 for a reasonable period of time, not to exceed 120 days following receipt by the Company of the Series A Holder's request, if a Suspension Event (as hereinafter defined) has occurred and is continuing.