Right of First Offer. Subject to the terms and conditions of this 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. 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.
Appears in 37 contracts
Samples: Investors’ Rights Agreement (Elicio Therapeutics, Inc.), Assignment Agreement, Assignment Agreement
Right of First Offer. Subject to the terms and conditions of this 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. A Major 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.
Appears in 17 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (MongoDB, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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.
Appears in 16 contracts
Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement, Investors’ Rights Agreement
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor (provided that the Board has not reasonably determined that such Major Investor is a Competitor). A Each such 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.
Appears in 11 contracts
Samples: Voting Agreement (Lewis & Clark Ventures I, LP), Adoption Agreement (RiverRoad Capital Partners, LLC), Adoption Agreement (Continental Grain Co)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (6d Bytes Inc.), Investors’ Rights Agreement (6d Bytes Inc.), Investors’ Rights Agreement (Graphite Bio, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major 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.
Appears in 6 contracts
Samples: Investors’ Rights Agreement (Hammitt, Inc.), Investors’ Rights Agreement (Aptinyx Inc.), Investors’ Rights Agreement (Scholar Rock Holding Corp)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 and applicable securities laws, if in the event the Company proposes to offer or sell any New Additional Equity Securities, the Company shall first offer make an offering of such New Additional Equity Securities (the “Offered Securities”) to each Major Investorthe Founder Holdcos and the Investors (the “Offerees”) in accordance with the following provisions of this Section 4.1. A Major Investor Any Offeree shall be entitled to apportion the right of first offer hereby granted to it among itself their partners, members and its Affiliates in such proportions as it deems appropriate.
Appears in 5 contracts
Samples: Shareholders’ Agreement, Series D Preferred Share Purchase Agreement (Momo Inc.), Shareholders’ Agreement (Momo Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 4.1. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
Appears in 4 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp), Investors’ Rights Agreement (ADESTO TECHNOLOGIES Corp)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Investor shall be entitled to apportion in accordance with the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.following:
Appears in 4 contracts
Samples: Shareholder Agreement, Joinder Agreement (Accuray Inc), Joinder Agreement (Accuray Inc)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major the Investor. A Major The 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.
Appears in 4 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Oncobiologics, Inc.), Investors’ Rights Agreement (Oncobiologics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. 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.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Acumen Pharmaceuticals, Inc.), Investors’ Rights Agreement (Acumen Pharmaceuticals, Inc.), Investors’ Rights Agreement (Editas Medicine, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Dynamics Special Purpose Corp.), Investors’ Rights Agreement (Codiak BioSciences, Inc.), Investors’ Rights Agreement (Codiak BioSciences, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorPreferred Stockholder. A Major Investor Each Preferred Stockholder 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.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Decipher Biosciences, Inc.), Investors’ Rights Agreement (Decipher Biosciences, Inc.), Investors’ Rights Agreement (Decipher Biosciences, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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 the Company’s Board of Directors has not reasonably determined any such Affiliate is a Competitor.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Akouos, Inc.), Investors’ Rights Agreement (Akouos, Inc.), Investors’ Rights Agreement (Cabaletta Bio, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major 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 itself and its Affiliates. For purposes of this Section 4.1, “Affiliates” shall be deemed to include Advisory Investors with the same or affiliated registered investment advisor.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (CarGurus, Inc.), Investors’ Rights Agreement (CarGurus, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Each 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 itself and its Affiliates.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (CinCor Pharma, Inc.), Rights Agreement, Investors’ Rights Agreement (Prevail Therapeutics Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor in its respective pro rata portion as described in Section 4.1(b) below. 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.
Appears in 3 contracts
Samples: Rights Agreement, ’ Rights Agreement (Ra Pharmaceuticals, Inc.), ’ Rights Agreement (Ra Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorHolder in accordance with the following provisions of this Section 4.1. A Major Investor Holder shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
Appears in 3 contracts
Samples: Joinder Agreement, Joinder Agreement (Carbon Black, Inc.), Joinder Agreement (Carbon Black, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major InvestorFirst Offeree. A Major Investor First Offeree 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 itself and its Affiliates.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (DAVIDsTEA Inc.), Investors’ Rights Agreement (DAVIDsTEA Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Each Investor shall be entitled to apportion purchase a sufficient participation in the right New Securities to retain such Investor’s pro rata percentage of first offer hereby granted to it among itself and its Affiliates ownership in such proportions as it deems appropriatethe Company in accordance with the provisions of this Subsection 4.1 (including, without limitation, Subsection 4.1(b) below).
Appears in 3 contracts
Samples: Adoption Agreement, Adoption Agreement (Rhythm Pharmaceuticals, Inc.), Adoption Agreement (Rhythm Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 5.2 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. 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.
Appears in 3 contracts
Samples: Stockholders’ Agreement, Stockholders’ Agreement (G1 Therapeutics, Inc.), Stockholders Agreement (G1 Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 Investorthe Investors who are accredited investors in accordance with Rule 501(a) of the Securities Act (the “Offerees”). A Major Investor Any Offeree 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.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.), Investors’ Rights Agreement (Allena Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. 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.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Cognition Therapeutics Inc), Investors’ Rights Agreement, Investors’ Rights Agreement (Angie's List, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Investor shall be entitled to apportion so long as the right Investors or their Affiliates own, in the aggregate, at least two percent (2%) of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriatethe Company’s outstanding Common Stock (on an as-converted basis).
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Cesca Therapeutics Inc.), Asset Acquisition Agreement (Cesca Therapeutics Inc.), Investors’ Rights Agreement (Cesca Therapeutics Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major 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 itself and its Affiliates (provided such Affiliates are not a Competitor).
Appears in 2 contracts
Samples: Adoption Agreement (Alzheon, Inc.), Adoption Agreement (Alzheon, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 Subsection 2.3, 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. 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 appropriatePurchaser.
Appears in 2 contracts
Samples: Purchaser’s Rights Agreement (Med-X, Inc.), Purchaser’s Rights Agreement (Med-X, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates Affiliates, partners or members in such proportions as it deems appropriate.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Anterios Inc), Investors’ Rights Agreement (Anterios Inc)
Right of First Offer. Subject to the terms and conditions of this 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. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (HCW Biologics Inc.), Investors’ Rights Agreement (Gritstone Oncology, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 5.1 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. 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.
Appears in 2 contracts
Samples: Rights Agreement (ThredUp Inc.), Rights Agreement (ThredUp Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major the Investor. A Major Investor shall be entitled to apportion , and then the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriateother Purchasers.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Torvec Inc), Investors’ Rights Agreement (Torvec Inc)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorHolder. A Major Investor 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.
Appears in 2 contracts
Samples: Rights Agreement (Rapid Micro Biosystems, Inc.), Investor Rights Agreement (Cloudera, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it. in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cortexyme, Inc.), Investors’ Rights Agreement (Virtuix Holdings Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor and the Key Holder. A Each Major Investor and the Key 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Everspin Technologies Inc), Investors’ Rights Agreement (Everspin Technologies Inc)
Right of First Offer. Subject to the terms and conditions of this 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 the Investor. A Major The 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Lumera Corp), Investors' Rights Agreement (Data Systems & Software Inc)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 (including the exceptions in Section 4.1(d)) and applicable securities laws, if the Company proposes to offer or sell issue any New Securities, the Company shall first offer such New Securities to each Major Investor. 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (CytomX Therapeutics, Inc.), Investors’ Rights Agreement (CytomX Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 2.1 and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorEligible Stockholder in accordance with the following provisions of this Section. A Major Investor Each Eligible Stockholder shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions propositions as it deems appropriate.
Appears in 2 contracts
Samples: Stockholders Rights Agreement, Stockholders Rights Agreement (Inovalon Holdings, Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 3.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 3.1. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Pacifichealth Laboratories Inc), Investors' Rights Agreement (Pacifichealth Laboratories Inc)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major Investor. A Major Investor shall be entitled to apportion in accordance with the right following provisions of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriatethis Section 4.1.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Olo Inc.), Investors’ Rights Agreement (Olo Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 2.1 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. 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Nixplay Inc), Investors’ Rights Agreement (Nixplay Inc)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor who is not a Defaulting Investor. A Major Each such 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 itself and its Affiliates (provided such Affiliates are not a Competitor). Defaulting Investors shall not be entitled to any of the rights set forth in this Section 4.1.
Appears in 2 contracts
Samples: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Adoption Agreement (Atea Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 2.1 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 InvestorInvestor (which for purposes hereof, shall include any transferee thereof). A Major 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 permitted transferees.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Trunity Holdings, Inc.), Investors’ Rights Agreement (Pan-African Investment Company, LLC)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Aerovate Therapeutics, Inc.), Rights Agreement (Trevi Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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, with the amount of such New Securities eligible to be purchased by such Investor determined in accordance with this Section 4.1. A Major Each 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.
Appears in 2 contracts
Samples: Investors' Rights Agreement (FWHC Holdings, LLC), Investors’ Rights Agreement (H-Cyte, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. 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; provided that each such Affiliate agrees to enter into this Agreement and the Stockholders Agreement as an “Investor” under each such agreement.
Appears in 2 contracts
Samples: Adoption Agreement (Fulcrum Therapeutics, Inc.), Adoption Agreement (Fulcrum Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. 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; provided that each such Affiliate is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Mode Mobile, Inc.), Investors’ Rights Agreement (Mode Mobile, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major InvestorStockholder. A Major Investor Stockholder 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Basil Street Cafe, Inc.), Investors’ Rights Agreement (Basil Street Cafe, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates rights under this Section 4, in such proportions as it deems appropriate, among itself and its Affiliates.
Appears in 2 contracts
Samples: Rights Agreement (PTC Therapeutics, Inc.), Rights Agreement (PTC Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor who is an “accredited investor” (as defined in Regulation D under the Securities Act). A Major 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.
Appears in 2 contracts
Samples: Stockholders Agreement (Erasca, Inc.), Stockholders Agreement (Erasca, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 4.1, the Certificate 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 InvestorInvestor who is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. A Major Such 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (M&m Media, Inc.), Investors’ Rights Agreement (M&m Media, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners and Affiliates in such proportions as it deems appropriate.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Dimension Therapeutics, Inc.), Investors’ Rights Agreement (Dimension Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor and GPV (collectively, the “Right Holders”) as hereinafter provided. A Major 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.
Appears in 1 contract
Samples: Rights Agreement (Coskata, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major the Investor. A Major The 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 itself and its Affiliates; provided that each such Affiliate or Investor Beneficial Owner agrees to enter into this Agreement as an “Investor.”
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of this Section 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 Major InvestorHolder. A Major Investor 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 itself and its Affiliates.
Appears in 1 contract
Samples: Investors’ Rights Agreement (C4 Therapeutics, Inc.)
Right of First Offer. (a) Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSecurities for cash, the Company shall first offer such New Securities to each Major the Investor. A Major Investor shall be entitled to apportion the The right of first offer hereby granted in this Section 4 shall not be applicable with respect to it among itself and its Affiliates the Investor, if at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in such proportions as it deems appropriateRule 501(a) under the Securities Act.
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 4.1. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor and XXXX. A Major XXXX and each 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.
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 5.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 5.1. A Major An Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of this 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. A Major 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, (ii) its
Appears in 1 contract
Right of First Offer. Subject to the terms and conditions of this Section 4.1 4.19 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 InvestorPurchaser (or any assignee thereof). A Major Investor Purchaser 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.
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Samples: Securities Purchase Agreement (VeruTEK Technologies, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Each 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.
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Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 4.1. A Major And Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
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Right of First Offer. Subject to the terms and conditions of this 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 InvestorStockholder, provided that the Board has not reasonably determined that such Major Stockholder is a competitor of the Company. A Each Major Investor Stockholder 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 itself and its Affiliates.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major the Investor. A Major The 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.
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Right of First Offer. Subject to the terms and conditions of this 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. A Major Each 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.
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Samples: Stockholder Rights Agreement (Everyday Health, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. A Major Investor shall be entitled to apportion have the right to purchase such Major Investor’s pro rata portion, as described in this Section 4, of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriateNew Securities.
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Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall will first offer such New Securities to each Major Investor. A Major An Investor shall will be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates.
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Samples: Investors’ Rights Agreement (Aimmune Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. A Major Any such 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.
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Samples: Investors’ Rights Agreement (scPharmaceuticals Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Investor 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
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Samples: Stock Purchase Agreement
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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; provided that each such Affiliate agrees to enter into this Agreement and the Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein (the “Voting Agreement”), as an “Investor” under each such agreement.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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, between (i) itself and (ii) its Affiliates.
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Samples: Investors’ Rights Agreement (Coinbase Global, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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. 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 appropriateHolders.
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Samples: Investors' Rights Agreement (Duoyuan Global Water Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 9, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, Securities (other than securities described in Section 9(a)(iv)) the Company shall first offer make an offering of such New Securities to each the Major InvestorInvestors in accordance with the following provisions. A Each Major Investor shall be entitled may, in its discretion, assign to apportion its Affiliates, any other Major Investor(s) or their respective Affiliates, all or a portion of the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriateMajor Investor.
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Samples: Rights Agreement (Teladoc, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company issues or proposes to offer or sell any New Securities, whether or not such issuance, offer or sale was solicited and/or initiated by the Company, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates.
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Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, then the Company shall first offer such New Securities to each Major Investor. 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 appropriateStockholder.
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Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 4.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 4.1. 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.
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Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer offer, sell or sell otherwise issue any New Securities, the Company shall first offer such New Securities to each Major InvestorInvestor and each Key Holder. 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.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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.Major
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Right of First Offer. Subject to the terms and conditions of this 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. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself itself, its Affiliates and its Affiliates 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 Investor, in such proportions as it deems appropriate.
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Samples: Investors’ Rights Agreement (Forma Therapeutics Holdings, Inc.,)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer offer, issue or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major 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 itself and its Affiliates; provided that each such Affiliate agrees to become a party to the Operating Agreement.
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Samples: Investors’ Rights Agreement (Day One Biopharmaceuticals Holding Co LLC)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and Subsection 4.1, applicable securities lawslaws and except as set forth in any agreements between the Company and any Investor, if the Company proposes to offer or sell any New Securities, Securities the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates.
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Right of First Offer. Subject Unless waived by the Requisite Holders and subject to the terms and conditions of this 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. A Major 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.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Each 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.
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Samples: Investors’ Rights Agreement (Checkmate Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of specified in this Section 4.1 3.1, and applicable securities laws, if in the event the Company proposes to offer or sell any New Securities, the Company shall first offer make an offering of such New Securities to each Major InvestorInvestor in accordance with the following provisions of this Section 3.1. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.
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Samples: Investors’ Rights Agreement (Arrowhead Research Corp)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 17 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. 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.
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Right of First Offer. Subject to the terms and conditions of this 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 InvestorInvestor (the “Preemptive Right Holders”). A Major Investor Preemptive Right 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.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major 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 itself and its Affiliates.
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Samples: Investors’ Rights Agreement (Akero Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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 is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors.
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Samples: Investors’ Rights Agreement (First Light Acquisition Group, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, Securities the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates it, in such proportions as it deems appropriate, among itself and its Affiliates.
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Samples: Investors’ Rights Agreement (Sana Biotechnology, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 Investorof the Series A-1 Investors, the Series B Investors and the Series C Investors (collectively, the “Preferred Investors”). A Major Preferred 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.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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 itself and its Affiliates.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major the Investor. A Major The 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 or (ii) its Affiliates.
Appears in 1 contract
Samples: Investor Rights Agreement (Braeburn Pharmaceuticals, Inc.)
Right of First Offer. Subject to the terms and conditions of this 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 the Investor. 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.
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Right of First Offer. Subject to the terms and conditions of this Section 4.1 4.1, 5.1 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. A Major Each 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.
Appears in 1 contract
Samples: Stockholder Rights Agreement (Everyday Health, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 16.1 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 Stockholder and the Major Investor. 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 appropriateHolder.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Edge Therapeutics, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 Subsection 2.2 and applicable securities laws, if the Company proposes to offer or sell any New SecuritiesSecurities (as defined below), the Company shall first offer such New Securities to each Major InvestorInvestor (as defined below). 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.first
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Samples: Investors’ Rights Agreement (Krystal Biotech, Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 5.1 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 InvestorInvestor (each a “Principal Stockholder” and, together, the “Principal Stockholders”). A Major Investor Principal Stockholder 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.
Appears in 1 contract
Samples: Stockholders’ Agreement (Gemphire Therapeutics Inc.)
Right of First Offer. Subject to the terms and conditions of this Section 4.1 and 3.1, applicable securities lawslaws and any valid right of first offer existing as of the date first set forth above, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion of the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.Investors then holding any Eligible Securities (the
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. A Major Investor shall be entitled to apportion the such right of first offer hereby granted to in such proportions, as it deems appropriate, among itself and its Affiliates Affiliates; provided that, to be eligible for such apportionment, each such Affiliate must execute a joinder to this Agreement, thereby agreeing to be bound by the terms of this Agreement, in such proportions as it deems appropriatecustomary form and substance reasonably satisfactory to the Company.
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Right of First Offer. Subject to the terms and conditions of this Section 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 Major Investor. 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, as approved by the Company.
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