Category
Industry
Companies
Contracts
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
Found in
TCR2 THERAPEUTICS INC. contract
Variations of a "Rights to Future Stock Issuances" Clause from Business Contracts
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. 33 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 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 Affiliates. 10.1 Subject at all times to the provisions of New Securities is otherwise consented to by Section 5.13 of this Agreement, 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 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
Found in
Boxlight Corp contract
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 Affiliates. 10.1 Subject at all times to the provisions of New Securities is otherwise consented to by Section 5.13 of this Agreement, 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 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. 30 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
Found in
Boxlight Corp contract
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 twenty percent (20%) 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. 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) 30 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 twenty percent (20%) 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. 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 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
Found in
BIO KEY INTERNATIONAL INC contract
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection Section 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 Major Investor. An A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; appropriate. Solely for ...purposes of this Section 4, "Affiliates" shall include Immediate Family Members of an Investor as well as trusts for the benefit of Immediate Family Members of an Investor, provided that each the Company has been notified in writing by such Affiliate (x) is not a Competitor, unless Investor that it intends to aggregate its holdings together with those of its Immediate Family Members (or trusts to benefit such party's purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into Immediate Family Members) for 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. purpose. (a) The Company shall give notice (the "Offer Notice") to each Major 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 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 the proportion that fraction thereof (with respect to each Major Investor, such Major Investor's "Pro Rata Portion") obtained by dividing (i) 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 Registrable Securities then held by such Investor) bears to Major Investor by (ii) the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock 16 and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available of its Pro Rata Portion (other than New Securities as to it which application of this right of first offer has been waived under Section 4.1(d) below) (each, a "Fully Exercising Investor") of any other Major 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, such Fully Exercising Investor's Pro Rata Portion, up to that portion of the New Securities for which Major Investors were entitled to subscribe (other than New Securities as to which application of this right of first offer has been waived under Section 4.1(d) below) but that were not subscribed for by the Major Investors which is equal equals the fraction thereof (with respect to each Major Investor, such Major Investor's "Secondary Pro Rata Portion") obtained by dividing (x) 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 Registrable Securities then held, held by such Fully Exercising Investor bears to by (y) 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 Registrable Securities then held, held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection Section 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 Section 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 Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection Section 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 Major Investors in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable applicable: (i) to (i) Exempted Securities shares excluded from Additional Stock (as defined in the Company's Certificate Articles of Incorporation); Incorporation) pursuant to Sections 2.3.4(d)(1)(C)(i) through (x) of the Articles of Incorporation; (ii) to shares of Common Stock issued in the IPO; and (iii) to New Securities if and to the issuance extent that the application of shares such right 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 first offer has been waived by the affirmative vote or effect (i) immediately before the consummation written consent of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements holders of Section 12(g) or 15(d) a majority of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as Registrable Securities held by Major Investors then outstanding and such term is defined in the Company's Certificate of Incorporation, whichever event occurs first. Major Investors are not otherwise purchasing any New Securities.
View More
Found in
AVALARA, INC. contract
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, 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 su...ch 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) 27 9.2 By notification to the Company within twenty (20) ten (10) days after the Offer Notice is given, each or within five (5) days if the Company intends to close the sale of such New Securities prior to such ten (10) day period, 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. 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 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, 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
Found in
Boxlight Corp contract
Rights to Future Stock Issuances. 4.1 Right of First Offer. Refusal. 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 Major Stockholder. A Major Stockholder 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 itself, (ii) its Affiliates; Affiliates and (iii) i...ts beneficial interest holders, such as limited partners, members or any other Person having "beneficial ownership," as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Stockholder ("Stockholder Beneficial Owners"); provided that each such Affiliate or Stockholder Beneficial Owner (x) is not a Competitor, Competitor or FOIA Party, 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 Stockholders and the other parties named therein, as an "Investor" "Stockholder" under each such agreement. agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Stockholder under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Stockholder holding the fewest number of Preferred Stock and any other Derivative Securities. (a) The Company shall give notice (the "Offer Notice") to each Investor, Major Stockholder, 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 Major Stockholder 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 Major Stockholder (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) Major Stockholder) 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 Major Stockholders in accordance with this Subsection 4.1. 15 (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); Restated Certificate); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B D Preferred Stock to Additional Purchasers. Purchasers pursuant to Subsection 1.3 of the Purchase Agreement. 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
Rights to Future Stock Issuances. 4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 Section 3.12.3 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 Major Investor as described in this Section 3.12.3. A Major Investor 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 dee...ms appropriate, among (i) itself and (ii) its Affiliates; provided that each appropriate. The right of first refusal in this Section 3.12.3 shall 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 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) 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 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 Major Investor's Pro Rata Amount. In addition, each Major Investor that elects to purchase or acquire all the shares available to it of its Pro Rata Amount (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During may, in the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, Notice, elect to purchase or acquire, in addition to the number of shares specified above, up to that its Pro Rata Amount, a portion of the New Securities Securities, if any, for which other Major Investors were entitled to subscribe but that were are not subscribed for by the Investors which such Major Investors. The amount of such overallotment that each Fully Exercising Investor shall be entitled to purchase 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. A Major Investor's election may be conditioned on the consummation of the transaction described in the Offer Notice. The closing of any sale pursuant to this Subsection 4.1(b) Section 4.2 shall occur within the later of one hundred and twenty (120) days of after the date that the Offer Notice is given and the date given. 4.3 Sale of initial sale of New Securities pursuant to Subsection 4.1(c). 17 (c) 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 be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. (d) The Section 3.12.3. 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 shall 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 shall 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 3.12.3. Any Major Investors electing to purchase such New Securities shall also have rights of Incorporation); (ii) shares oversubscription to purchase New Securities that were purchasable by other Major Investors pursuant to the foregoing sentence but were not so purchased, and such rights of Common Stock issued oversubscription shall be apportioned in a manner consistent with the IPO; and (iii) the issuance apportionment among Fully Exercising Investors described in Section 4.2. The closing of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 such sale shall terminate and be of no further force or effect (i) immediately before the consummation 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
Found in
Samsara Inc. contract
Rights to Future Stock Issuances. 4.1 4.1. Right of First Offer. Subject to the terms and conditions of this Subsection Section 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 of the Series A-1 Investors, the Series B Investors and the Series C Investors (collectively, the "Preferred Investors"). A Preferred Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and i...ts Affiliates 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. appropriate. (a) The Company shall give prompt notice (the "Offer Notice") to each Preferred 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, given (the "Offer Period"), each Preferred 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 the New Securities which equals equal to such Preferred Investor's "pro rata equity interest" in the proportion that Company (provided, for purposes of this Section 4.1 and Section 4.2 below, a Preferred Investor's "pro rata equity interest," shall mean the ratio of (A) the total number of shares of Common Stock issued or issuable upon the conversion of the Preferred Stock then held by such Preferred Investor (including all to (B) the total number of shares of Common Stock then issued or issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of all of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock Preferred Investors. If not all of the Company Preferred Investors elect to purchase their pro rata share of the Equity Securities, 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 in 19 writing the Fully Electing Investors and shall offer such Fully Electing Investors the right to acquire such unsubscribed shares. The Fully Electing Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or acquire all a portion thereof of the shares available unsubscribed shares; provided, however, that to it (each, the extent that a "Fully Exercising Investor") of any other Investor's failure Fully Electing Investor indicates in the notification 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 that it will also subscribe for the Company, elect to purchase or acquire, in addition to unpurchased pro rata equity interest of other Investors, and 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 aggregate amount so subscribed for by the Fully Electing Investors which is equal to exceeds the proportion that total amount of New Securities so offered, such over-subscription amounts shall be allocated among the Common Stock issued and held, or issuable (directly or indirectly) Fully Electing Investors based upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to their respective pro rata equity interest in 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. Company. The closing of any sale pursuant to this Subsection Section 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 Section 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 Section 4.1(b), the Company may, during the ninety (90) day 90-day period following the expiration of the periods provided in Subsection Section 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 90-day 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 Section 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 4.2. Termination. The covenants set forth in Subsection Section 4.1 shall terminate and be of no further force or effect upon (i) immediately before the consummation of the Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements election, by execution of Section 12(g) or 15(d) a written instrument, of Preferred Investors holding at least sixty-six and two-thirds percent (66 2/3%) of the Exchange Act, Registrable Securities then outstanding held by all Preferred Investors, voting together as a single class on an as-converted to Common Stock basis, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate termination of Incorporation, this Agreement pursuant to Section 8.16 hereof, whichever event occurs first. Notwithstanding Section 8.6 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Preferred Investors holding at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding held by all Preferred Investors.
View More
Found in
Ellipse Technologies Inc contract
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 offer to sell a portion of such New Securities to each Investor. An Major Investor as described in this Section 4. A Major Investor 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 appropr...iate, among (i) itself and (ii) its Affiliates; provided that each appropriate. The right of first refusal in this Section 4 shall 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 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) 4.2 Major Investor Right. By notification written notice (the "Investor Notice") to the Company within twenty (20) 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 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 Major Investor's Pro Rata Amount. In addition, each Major Investor that elects to purchase or acquire all the shares available to it of its Pro Rata Amount (each, a "Fully Exercising Investor") of any other Investor's failure to do likewise. During may, in the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, Notice, elect to purchase or acquire, in addition to the number of shares specified above, up to that its Pro Rata Amount, a portion of the New Securities Securities, if any, for which other Major Investors were entitled to subscribe but that were are not subscribed for by the Investors which such Major Investors. The amount of such overallotment that each Fully Exercising Investor shall be entitled to purchase 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. A Major Investor's election may be conditioned on the consummation of the transaction described in the Offer Notice. The closing of any sale pursuant to this Subsection 4.1(b) Section 4.2 shall occur within on the later earlier of one hundred and twenty (120) 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) 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) 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 Major Investors in accordance with this Subsection 4.1. (d) The Section 4. 18 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 30 days after the issuance of New Securities. Such notice shall 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 shall have 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. Any Major Investors electing to purchase such New Securities shall also have rights of Incorporation); (ii) shares oversubscription to purchase New Securities that were purchasable by other Major Investors pursuant to the foregoing sentence but were not so purchased, and such rights of Common Stock issued oversubscription shall be apportioned in a manner consistent with the IPO; and (iii) the issuance apportionment among Fully Exercising Investors described in Section 4.2. The closing of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Termination. The covenants set forth in Subsection 4.1 such sale shall terminate and be of no further force or effect (i) immediately before the consummation occur within 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
Found in
Turo Inc. contract
