Certain Purchase Rights Sample Clauses

Certain Purchase Rights. In connection with the Company’s initial firm commitment underwritten public offering which causes automatic conversion of all of the Company’s Preferred Stock to Common Stock under the Company’s certificate of incorporation that occurs after 12 months from the date of the final closing of the sale of Series GG Preferred (a “Qualified Public Offering”), the Company shall use its best efforts to cause the managing underwriter or underwriters of such Qualified Public Offering to establish a program (the “Program”) whereby such managing underwriter or underwriters give to interested Investors then holding at least 166,666 shares (appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events) of any of the Company’s Series AA Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred or Series GG Preferred (or Common Stock issued or issuable upon conversion of Series AA Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred, or a combination thereof) (each, a “Large Holder” and together, the “Large Holders”) priority, as described herein, with respect to the purchase of shares of the Company’s Common Stock available for sale pursuant to the Program. Subject to the terms hereof, the aggregate number of shares of Common Stock available for sale pursuant to the Program (the “Program Shares”) shall be equal to the lesser of (i) the number of shares of Common Stock valued at $10,000,000 at the price per share to the public on the final prospectus related to the Qualified Public Offering or (ii) the number of shares equal to twenty percent (20%) of the shares issued in the Qualified Public Offering, excluding any shares issued in an over allotment.

Certain Purchase Rights. If the Company proposes to issue, sell, or ----------------------- grant (collectively, an "issuance") any equity securities or any securities -------- convertible into or exchangeable for equity securities (collectively, the "New --- Securities"), then the Company shall, no later than ten (10) business days prior ---------- to the consummation of such issuance, give written notice to each of the Stockholders of such issuance (the "Notice of Issuance"). Such Notice of ------------------ Issuance shall describe such issuance, and contain an offer to each such Stockholder to sell to such Stockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage, determined immediately prior to such issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Stockholder). Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Stockholder who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Stockholder fails to accept such offer by

Certain Purchase Rights. (a) If a Trigger Event (except a Trigger Event pursuant to Sections 8.1(c), 8.1(g) or 8.1(o), in each case only where the Limited Partnership Interest of the relevant Limited Partner has not been purchased in accordance with this Section 8.4) has occurred and is continuing, the General Partners (or such other Person as may be designated by a General Partner) shall have the right, exercisable in accordance with this Section 8.4, to purchase all, but not less than all, of the Limited Partnership Interests from both Limited Partners. (b) If: (i) a Limited Partner fails to make an additional capital contribution required to be made pursuant to Section 3.3(a) or a Limited Partner fails to deposit any funds required to be deposited by it to the Vehicle Account pursuant to Sections 3.3(a) or 4.7(a), in each case within two Business Days of the day on which such capital contribution is required to be made or such funds are to be deposited to the Vehicle Account, as applicable; (ii) a Limited Partner fails to comply with Sections 2.16 or 2.17(a), in each case within five Business Days of the day on which such Limited Partner is first provided with notice of such non-compliance; (iii) the Normal Course Termination Date or a Liquidity Event occurs in respect of a Limited Partner; (iv) any of the circumstances described in Section 9.7(a), (b) or (c) will result in continuing payments to a Limited Partner of Additional Amounts pursuant to Section 9.7 such that the aggregate Additional Amounts payable in any calendar year Table of Contents will exceed 0.25% of the Limited Partner’s Funded Amount for such Limited Partner as at the date of such change in circumstance; (v) a Limited Partner fails to provide its consent, agreement to or waiver of a matter contemplated by Sections 7.1(c), 7.1(e), 8.1(c) or 8.1(g) within five Business Days of the other Limited Partner providing such consent, agreement or waiver, provided that both Limited Partners are offered identical inducements or consideration for providing such consent, agreement or waiver; or (vi) there occurs a Funding Termination Event referred to in clauses (c) or (d) of the definition thereof, the General Partners (or such other Person as may be designated by a General Partner) shall have the right, exercisable in accordance with this Section 8.4, to purchase (A) in the case of (i), (ii), (iii) and (iv) above, the portion of the Limited Partnership Interest of such Limited Partner that has been funded through the is...

Certain Purchase Rights