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 3.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 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 the 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 written notice (the "Offer Notice") to each the Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, offered to the Investor, 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 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 of such New Securities which equals the proportion that the Common Stock then held by such the 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 unless otherwise agreed 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, Board 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. Directors. 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) 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 3.1(c). (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), 3.1(b), the Company may, during the ninety (90) day period following the expiration of date that the periods provided in Subsection 4.1(b), Offer Notice is given, 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 Investor in accordance with this Subsection 4.1. 3.1. 6 (d) The right of first offer in this Subsection 4.1 3.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); and (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 IPO. 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, 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. 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 offer such to sell a portion of 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) 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 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) 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 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 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. 4. View More
Rights to Future Stock Issuances. 4.1 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 such New Securities to each Investor. An Major Investor that is an "accredited investor" (as defined Rule 501(a) under the Securities Act). A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such pro...portions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided appropriate. For the avoidance of doubt, a Major Investor that each such Affiliate (x) is not a Competitor, unless such party's an "accredited investor" shall not have any right to be offered or to purchase of New Securities is otherwise consented from the Company pursuant 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. Section 4. (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) ten (10) 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 product of (x) the Common Stock then held aggregate number of New Securities, multiplied by such Investor (including all shares (y) a fraction, the numerator of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, which is the aggregate number of the Preferred Stock and any other Derivative Registrable Securities then held by such Investor) bears to Major Investor and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming the conversion into Common Stock of all 18 outstanding shares of Preferred Stock and any other securities convertible into Common Stock, if any, and the full conversion and/or exercise, as applicable, exercise of all Preferred Stock and other Derivative Securities). Securities (which amount shall include all shares reserved for issuance under the Company's 2014 Equity Incentive Plan)). At the expiration of such twenty (20) ten (10) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (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, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion product of (x) the aggregate number of New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, Major Investors, multiplied by (y) a fraction, the numerator of Preferred Stock and any other Derivative which is the aggregate number of Registrable Securities then held, held by such Fully Exercising Investor bears to and the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, denominator of which is the Preferred Stock and any other Derivative total number of 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) ninety (90) 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 to to: (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); (ii) shares of Common Stock issued in the a Qualified IPO; and (iii) the issuance of shares of Series B D Preferred Stock pursuant to Additional Purchasers. 4.2 the Purchase Agreement. 4.2. Termination. The covenants set forth in Subsection Section 4.1 shall terminate and be of no further force or effect (i) immediately before upon the consummation closing of a Stock Sale, (ii) upon the IPO, (ii) closing of a Liquidation Event, (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) (iv) upon a Deemed Liquidation Event, as such term is defined in the Company's Certificate of Incorporation, Qualified IPO, 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 4 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 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 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 (the "Voting Agreement") and Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of even date herewith among the Company, the Investors and the other parties named therein, as an "Investor" under each agreement. 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 agreement. (a) subsequent securities issuance, the Major Investor is not an "accredited investor," as that term is then defined in Rule 501(a) under the Securities 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) 20 calendar 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 19 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) 120 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 other terms no not materially 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 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. 4. 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 offer such to sell a portion of 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 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 agreement. 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 agreement. (a) subsequent securities issuance, the Major Investor is not an "accredited investor," as that term is then defined in Rule 501(a) under the Securities 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) 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 20 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) 120 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 other terms no not materially 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 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. 4. View More
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 Investor. An Investor Major Holder. A Major Holder 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; 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 notice (the "Offer Notice") to each Investor, Major 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. 18 (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Investor Major 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 (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 Holder) 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 outstanding Derivative Securities). Securities, but excluding Derivative Securities reserved for issuance pursuant to the Company's stock and option plans that have been approved by the Board). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor Major Holder that elects to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") Holder") of any other Investor's Major Holder's failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor Holder 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 Major Holders were entitled to subscribe but that were not subscribed for by the Investors Major Holders 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 the Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor Holder 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, held by all Fully Exercising Investors Holders 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 Investors Major Holders in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to to: (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); Restated Certificate), (ii) shares of Common Stock issued in the IPO; IPO or SPAC Transaction; and (iii) the issuance of shares of Series B Preferred Stock after the date hereof pursuant to Additional Purchasers. the Purchase Agreement. 19 4.2 Termination. The covenants set forth in Subsection Section 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 Restated Certificate, or (iv) upon the closing of Incorporation, a SPAC Transaction, 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 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. Investor, provided, however, that neither the Junior A Preferred Holders nor the Junior Preferred Holders shall be deemed Investors for the purposes of Section 4. An 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; 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. 19 (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, terms 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 (excluding any Common Stock then issued upon conversion of Preferred Stock in connection with the Special Mandatory Conversion (as defined in the Prior Certificate)) 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 held, by such Investor) Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all outstanding Derivative Securities, but excluding any Common Stock issued upon conversion of Preferred Stock and other Derivative Securities). in connection with the Special Mandatory Conversion (as defined in the Prior Certificate)). 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 (excluding any Common Stock issued upon conversion of Preferred Stock in connection with the Special Mandatory Conversion (as defined in the Prior Certificate)) 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 then held (excluding any other Derivative Securities then held, Common Stock issued upon conversion of Preferred Stock in connection with the Special Mandatory Conversion (as defined in the Prior Certificate)), 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) 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 given. (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 Investors in accordance with this Subsection Section 4.1. 20 (d) The right of first offer in this Subsection Section 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 IPO or (iii) the issuance of shares of Series B Junior A Preferred Stock issued pursuant to Additional Purchasers. the Purchase Agreement. 4.2 Termination. The covenants set forth in Subsection Section 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, Restated Certificate, 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 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 Major Investor and GS. A Major Investor and GS 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; ...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 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, 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 and GS 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 Registrable Securities and any other Derivative Securities 18 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 Major Investor that elects elects, and GS if it elects, to purchase or acquire all the shares available to it (each, a "Fully Exercising Investor") of any other Major Investor's or GS'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 Major Investors and GS were entitled to subscribe but that were not subscribed for by the Major Investors and GS 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 Registrable Securities and any other Derivative Securities then held, 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 Registrable Securities and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. shares or in such other proportion as shall be agreed among the Fully Exercising Investors. 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 4.1(c). 17 Section 4.1(d). (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 and GS in accordance with this Subsection Section 4.1. (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); Restated Certificate), (ii) shares of Series A Common Stock issued in a Qualified Public Offering (as defined in the IPO; Restated Certificate) and (iii) the issuance of shares of Series B D Preferred Stock issued pursuant to Additional Purchasers. the Purchase Agreement. 4.2 Termination. The covenants set forth in Subsection Section 4.1 shall terminate and be of no further force or effect (i) immediately before before, but subject to, the consummation of a Qualified Public Offering (as defined in the IPO, Restated Certificate) 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. View More
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 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; 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 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) forty-five (45) 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 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 held, by such Investor) Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, and exercise of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) forty-five (45) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (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, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major 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 Section 4.1(b) shall occur within the later of one hundred and twenty (120) sixty (60) 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 given. (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) thirty (30) 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. 20 (d) The right of first offer in this Subsection Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company's Certificate of Incorporation); Incorporation), (ii) shares securities of Common Stock issued the Company that otherwise are excluded by the affirmative vote or consent of the Required Holders or (iii) any issuances of securities required in order to comply with the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers. 4.2 Takagi Agreement. 4.2. Termination. The covenants set forth in Subsection Section 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, Company's initial underwritten IPO at a public offering price of not less than $3.00 per share (as adjusted for stock splits, stock dividends, recapitalization, mergers, consolidations or similar events) and for a total gross public offering amount of not less than $30,000,000 (a "Qualified 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. View More
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 it, in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Compe...titor, 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 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) 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 that equals the proportion that the Common Stock then held by such Major 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 Major 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. outstanding). The closing of any sale pursuant to this Subsection Section 4.1(b) shall occur within the later of one hundred and twenty (120) 90 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) 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 7 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 Section 4.1. (d) The right of first offer in this Subsection Section 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; (iii) shares issued in connection with acquisitions made by the Company and (iii) (iv) the issuance of shares of Series B C Preferred Stock to Additional Purchasers. Purchasers pursuant to Section 1.3 of the Purchase Agreement. (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, 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. Each Major Investor shall have 20 days from the date notice is given to elect to purchase up to the number of New Securities 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. The closing of such sale shall occur within 60 days of the date notice is given to the Major Investors. 4.2 Termination. The covenants set forth in Subsection Section 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
