Rights to Future Stock Issuances Clause Example with 50 Variations from Business Contracts
This page contains Rights to Future Stock Issuances clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's... purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) The Company shall give notice (the "Offer Notice") to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first.View More
Variations of a "Rights to Future Stock Issuances" Clause from Business Contracts
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject Refusal. (e) Notwithstanding any provision hereof to the terms and conditions contrary, in lieu of complying with the provisions of this Subsection 4.1 and applicable securities laws, if Section 4.1, the Company proposes may elect to offer or sell any give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities, and the Company shall first offer such i...dentities of the Persons to whom the New Securities to each Investor. An were sold. Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) The Company shall give notice (the "Offer Notice") to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within have twenty (20) days after from the Offer Notice date notice is given, each Investor may given to elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which that would, if purchased by such Major Investor, maintain such Major Investor's percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. Any Major Investors were entitled electing to subscribe but maintain their respective percentage-ownership positions shall also have rights of oversubscription to purchase New Securities that were not subscribed for 23 purchasable by the other Major Investors which is equal pursuant to the proportion that foregoing sentence but were not so purchased, and such rights of oversubscription shall be apportioned in a manner consistent with the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all apportionment among Fully Exercising Investors who wish to purchase such unsubscribed shares. described in Section 4.1(b). The closing of any such sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) sixty (60) days of the date that the Offer Notice notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. Major Investors. 4.2 Termination. The covenants set forth in Subsection Section 4.1 shall terminate and be of no further force or effect upon the earlier to occur of: (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Restated Certificate. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 10 and applicable securities laws, if at any time prior to the first anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer Lind Global Macro Fund, LP the opportunity to purchase up to ten percent (10%) of such New Securities Securities, and shall offer the other Investors the opportunity to each Investor. An Investor purchase their Pro Rata Po...rtions (as defined below) of up to ten percent (10%) of such New Securities. The Investors, upon receiving the prior written consent of the Requisite Holders, shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, they deem appropriate among (i) itself themselves and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) their Affiliates. 29 10.1 The Company shall give notice (the "Offer Notice") to each Investor, stating (i) (a) its bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, upon which it proposes to offer such New Securities. (b) 10.2 By notification to the Company within twenty (20) five (5) days after the Offer Notice is given, each Investor Lind Global Macro Fund, LP may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion ten percent (10%) of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock Securities, and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, may elect to purchase or otherwise acquire, at the price and on the terms specified in addition to the number Offer Notice, its Pro Rata Portion of shares specified above, up to that portion ten percent (10%) of such New Securities. "Pro Rata Portion" means the ratio of (x) Securities purchased on the Closing Date by an Investor participating under this Section 10.2 and (y) the sum of the New aggregate Securities for which Investors were entitled to subscribe but that were not subscribed for by purchased on the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, Closing Date by all Fully Exercising Investors who wish to purchase such unsubscribed shares. participating under this 10.2. The closing of any sale pursuant to this Subsection 4.1(b) Section 10 shall occur within the later of one hundred and twenty (120) ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the periods period provided in Subsection 4.1(b), Section 10.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) Section 10. 10.4 The right of first offer in this Subsection 4.1 Section 10 shall not be applicable to (i) Exempted Securities, or any New Securities (as defined in registered for sale under the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. 1933 Act. View More
Rights to Future Stock Issuances. 4.1 3.1 Right of First Offer. Refusal. Subject to the terms and conditions of this Subsection 4.1 Section 3 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such to sell a portion of New Securities to each Investor. An Investor Lender as described in this Section 3.1. Lender shall be entitled to apportion the right of first offer refusal hereby granted to it among itself and its Affiliates in such proportions as it deems a...ppropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's appropriate. The right of Lender to purchase of New Securities pursuant to this Section 3 shall be conditioned upon Lender being able to establish to the Company's reasonable satisfaction that such party is otherwise consented to by an "accredited investor" as defined in the Board of Directors, and (y) agrees to enter into Act. The rights provided for in this Section 3 will terminate at such time as all obligations arising under this Agreement and each the Note are paid in full or until the principal amount of the Amended Note and Restated Voting Agreement and Amended and Restated Right all accrued interest is converted into shares of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Company's Common Stock. 3.2 Company Notice. The Company shall give notice (the "Offer Notice") to each Investor, the Lender, stating (i) (a) its bona fide intention to offer sell such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) sold, (c) the price and terms, if any, upon which it proposes to offer sell such New Securities and (d) the identities of the Persons to whom the Company proposes to sell such New Securities. (b) 3.3 Lender's Right. By notification written notice (the "Lender Notice") to the Company within twenty (20) days after the Offer Notice is given, each Investor Lender may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including some or all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for covered by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Offer Notice. The closing of any sale pursuant to this Subsection 4.1(b) Section 3.3 shall occur within on the later earlier of one hundred and twenty (120) thirty (30) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) Section 3.4. 3.4 Sale of Securities. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), Section 3.3, the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), Section 3.3, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Lender in accordance with this Subsection 4.1. (d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. 3. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 10 and applicable securities laws, if at any time prior to the first anniversary of the Closing, the Company or any of its Subsidiaries proposes to offer or sell any New Securities, Securities (a "Subsequent Financing"), the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities to each Investor. An Securities. The Investor shall be entitled to a...pportion the right of first offer hereby granted to it in such proportions as it deems appropriate, appropriate among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Affiliates. 10.1 The Company shall give notice (the "Offer Notice") to each the Investor, stating (i) (a) its (or a Subsidiary's, as applicable) bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, upon which it proposes to offer such New Securities. (b) 10.2 By notification to the Company within twenty (20) days one (1) day after the date the Offer Notice is given, each given (the "Notice Termination Time"), the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion ten percent (10%) of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of Securities. If the Company then outstanding (assuming full conversion and/or exercise, receives no such notice from the Investor as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, Notice Termination Time, the Investor shall be deemed to have notified the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, does not elect to purchase or acquire, participate in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Subsequent Financing. The closing of any sale pursuant to this Subsection 4.1(b) Section 10 shall occur within the later of one hundred and twenty (120) three (3) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased Section 10.3. 10.3 The Company or acquired a Subsidiary, as provided in Subsection 4.1(b), the Company applicable, may, during the ninety (90) three (3) day period following the expiration of the periods period provided in Subsection 4.1(b), Section 10.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company or a Subsidiary, as applicable, does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) Section 10. 35 10.4 The right of first offer in this Subsection 4.1 Section 10 shall not be applicable to (i) Exempted Securities (as defined and shall be in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; accordance with all applicable federal and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. state securities Laws. View More
Rights to Future Stock Issuances. 4.1 3.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. An Investor the Holder. The Holder shall be entitled to apportion the right of first offer hereby granted to it it, in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a ...Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. Affiliates. (a) The Company shall give notice (the "Offer Notice") to each Investor, the Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each Investor the Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor the Holder (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) the Holder (including the Warrant but not including any shares of Common Stock acquired other than pursuant to the terms of this Agreement)) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) 3.1(b) shall occur within the later of one hundred and twenty (120) 120 days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 3.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired by the Holder as provided in Subsection 4.1(b), 3.1(b), the Company may, during the ninety (90) 120 day period following the expiration of the periods provided in Subsection 4.1(b), 3.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors Holder in accordance with this Subsection 4.1. 3.1. (d) The In addition to the foregoing, the right of first offer in this Subsection 4.1 3.1 shall not be applicable to an Exempt Issuance or with respect to the Holder and any subsequent securities issuance, if (i) Exempted Securities (as at the time of such subsequent securities issuance, the Holder is not an "accredited investor," as such term is then defined in Rule 501(a) under the Company's Certificate of Incorporation); 9 Securities Act, and (ii) shares of Common Stock issued in the IPO; and (iii) the such subsequent securities issuance of shares of Series B Preferred Stock is otherwise being offered only to Additional Purchasers. 4.2 accredited investors. 3.2 Termination. The covenants set forth in Subsection 4.1 3.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, an Acquisition, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Warrant. View More
Rights to Future Stock Issuances. 4.1 3.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 3.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. An Investor shall be entitled to apportion the such right of first offer hereby granted to it in such proportions proportions, as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that that, to be eligible for such ...apportionment, each such Affiliate (x) is not must execute a Competitor, unless such party's purchase of New Securities is otherwise consented joinder to this Agreement, thereby agreeing to be bound by the Board terms of Directors, this Agreement, in customary form and (y) agrees substance reasonably satisfactory to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Company. 3.2 Offer Notice. The Company shall give notice (the "Offer Notice") to each Investor, stating (i) (a) its bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, terms upon which it proposes to offer such New Securities. (b) 3.3 Investor Election. By notification to the Company within twenty (20) 20 days after the Offer Notice is given, each received, Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that all or any portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Securities. The closing consummation of any sale and purchase pursuant to this Subsection 4.1(b) Section 3.3 shall occur within 90 days of the later of one hundred and twenty (120) days of the date that the Offer Notice is given received by Investor and the date of the initial sale of New Securities Securities, if any, pursuant to Subsection 4.1(c). 17 (c) Section 3.4. 3.4 Failure to Fully Subscribe. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), by Investor pursuant to Section 3.3, the Company may, during the ninety (90) day 90-day period following the expiration of the periods provided 20-day period referenced in Subsection 4.1(b), Section 3.3, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered re-offered to the Investors Investor in accordance with this Subsection 4.1. (d) The Section 3. 7 3.5 Excluded Securities. For the avoidance of doubt, the right of first offer in this Subsection 4.1 Section 3.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Excluded Securities. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 4 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first will offer such to sell a portion of New Securities to each Investor. An Major Investor shall as described in this Section 4. A Major Investor will be entitled to apportion the right of first offer refusal hereby granted to it among itself and its Affiliates in such proportions as it dee...ms appropriate, among (i) itself and (ii) its Affiliates; provided that each appropriate. The right of first refusal in this Section 4 will not be applicable with respect to any Major Investor, if at the time of such Affiliate (x) subsequent securities issuance, the Major Investor is not a Competitor, unless such party's purchase of New an "accredited investor," as that term is then defined in Rule 501(a) under the Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Act. 4.1 Company Notice. The Company shall will give notice (the "Offer Notice") to each Major Investor, stating (i) (a) its bona fide intention to offer sell such New Securities, (ii) (b) the number of such New Securities to be offered, sold and (iii) (c) the price and terms, if any, upon which it proposes to offer sell such New Securities. (b) 19 4.2 Investor Right. By notification written notice (the "Investor Notice") to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals Major Investor's Pro Rata Amount. A Major Investor's election may be conditioned on the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, consummation of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to transaction described in the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Offer Notice. The closing of any sale pursuant to this Subsection 4.1(b) shall Section 4.2 will occur within on the later earlier of one hundred and twenty (120) days of after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) Section 4.3. 4.3 Sale of Securities. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), Section 4.2, the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), Section 4.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall will be deemed to be revived and such New Securities shall will not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The Section 4. 4.4 Alternate Procedure. Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of Sections 4.1 and 4.2, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice will describe the type, price, and terms of the New Securities, and the identities of the Persons to whom the New Securities were sold. Each Major Investor will have twenty (20) days after the date the Company's notice is given to elect, by giving notice to the Company, to purchase up to the number of New Securities that such Major Investor would otherwise have the right to purchase pursuant to Section 4.2 above had the Company complied with the provisions of first offer Sections 4.1 and 4.2 in this Subsection 4.1 shall not be applicable to (i) Exempted connection with the issuance of such New Securities (as defined under the terms and conditions set forth in the Company's Certificate notice pursuant to this Section 4.4. The closing of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation such sale will occur within sixty (60) days of the IPO, (ii) when the Company first becomes subject date notice is given to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Major Investors. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 9 and applicable securities laws, if at any time prior to the first anniversary of the Closing, the Company proposes to offer or sell any New Securities, Securities (a "Subsequent Financing"), the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities to each Investor. An Securities. The Investor shall be entitled to apportion the right of first ...offer hereby granted to it in such proportions as it deems appropriate, appropriate among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Affiliates. 9.1 The Company shall give notice (the "Offer Notice") to each the Investor, stating (i) (a) its bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, upon which it proposes to offer such New Securities. (b) 9.2 By notification to the Company within twenty (20) four (4) days after the date the Offer Notice is given, each given (the "Notice Termination Time"), the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion ten percent (10%) of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of Securities. If the Company then outstanding (assuming full conversion and/or exercise, receives no such notice from the Investor as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, Notice Termination Time, the Investor shall be deemed to have notified the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, does not elect to purchase or acquire, participate in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Subsequent Financing. The closing of any sale pursuant to this Subsection 4.1(b) Section 9 shall occur within the later of one hundred and twenty (120) ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Section 9.3. 9.3 The Company may, during the ninety (90) day period following the expiration of the periods period provided in Subsection 4.1(b), Section 9.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms generally no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) Section 9. 9.4 The right of first offer in this Subsection 4.1 Section 9 shall not be applicable to (i) Exempted Securities, or any New Securities (as defined in registered for sale under the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. 1933 Act. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 10 and applicable securities laws, if at any time prior to the first anniversary of the Closing, the Company proposes to offer or sell any New Securities, Securities (a "Subsequent Financing"), the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities to each Investor. An Securities. The Investor shall be entitled to apportion the right of first... offer hereby granted to it in such proportions as it deems appropriate, appropriate among (i) itself and (ii) its Affiliates; provided Affiliates (provided that each such Affiliate (x) is not a Competitor, unless Affiliates are accredited investors and otherwise legally permitted to participate in such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Subsequent Financings). 10.1 The Company shall give notice (the "Offer Notice") to each the Investor, stating (i) (a) its bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, upon which it proposes to offer such New Securities. (b) 10.2 By notification to the Company within twenty (20) two (2) days after the date the Offer Notice is given, each given (the "Notice Termination Time"), the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion ten percent (10%) of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of Securities. If the Company then outstanding (assuming full conversion and/or exercise, receives no such notice from the Investor as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, Notice Termination Time, the Investor shall be deemed to have notified the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, does not elect to purchase or acquire, participate in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Subsequent Financing. The closing of any sale pursuant to this Subsection 4.1(b) Section 9 shall occur within the later of one hundred and twenty (120) five (5) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Section 10.3. 10.3 The Company may, during the ninety (90) five (5) day period following the expiration of the periods period provided in Subsection 4.1(b), Section 10.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) Section 10. 10.4 The right of first offer in this Subsection 4.1 Section 10 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Securities. View More
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 10 and applicable securities laws, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities to each Investor. An Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such pr...oportions as it deems appropriate, appropriate among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each such agreement. (a) Affiliates. 10.1 The Company shall give notice (the "Offer Notice") to each the Investor, stating (i) (a) its bona fide intention to offer such New Securities, (ii) (b) the number of such New Securities to be offered, and (iii) (c) the price and terms, if any, upon which it proposes to offer such New Securities. (b) 10.2 By notification to the Company within twenty (20) ten (10) days after the Offer Notice is given, each the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion ten percent (10%) of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. Securities. The closing of any sale pursuant to this Subsection 4.1(b) Section 10 shall occur within the later of one hundred and twenty (120) ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the periods period provided in Subsection 4.1(b), Section 10.2, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. (d) Section 10. 29 10.4 The right of first offer in this Subsection 4.1 Section 10 shall not be applicable to (i) Exempted Securities, any New Securities (as defined in registered for sale under the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange 1933 Act, or (iii) upon a Deemed Liquidation Event, as such term is defined the securities identified in the Company's Certificate of Incorporation, whichever event occurs first. Schedule 5.7. View More
