Common use of First Participation Notice Clause in Contracts

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder shall have fifteen (15) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Pro Rata Share). If any Preemptive Rights Holder fails to so respond in writing within such fifteen (15) Business Days period to purchase such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer each prospective subscriber of such New SecuritiesSecurities and its controller(s) (if any). Each Preemptive Rights Holder shall have fifteen ten (1510) Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Preemptive Rights Holder’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Preemptive Pro Rata Share). If any Preemptive Rights Holder fails to so respond in writing within such fifteen (15) Business Days period to purchase such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securitiesthe First Participation Period, then such Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Preemptive Pro Rata Share of such New Securities that it did not agree to purchaseSecurities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In Subject to the terms and provisions of Section 7.6 (Next Round Financing) hereof, in the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder shall have fifteen thirty (1530) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice (the “Preemptive Notice”) to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Pro Rata Share). If any Preemptive Rights Holder fails to so respond in writing within such fifteen thirty (1530) Business Days Day period to purchase all or any part of such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company JV proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company JV proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder shall have fifteen ten (1510) Business Days from the date of receipt of any such the First Participation Notice to agree in writing to purchase up to such Preemptive Rights Holder’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice Notice, by giving a written notice to the Company JV and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Preemptive Pro Rata Share). If any Preemptive Rights Holder fails to so respond agree in writing within such fifteen ten (1510) Business Days period to purchase such Preemptive Rights Holder’s full Preemptive Pro Rata Share of an offering of New Securities, then such Preemptive Rights Holder shall forfeit the be deemed to have forfeited its right hereunder to purchase that part portion of its Preemptive Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed without prejudice to forfeit participating in any right with respect to any future or other issuance offerings of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, Securities and the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder shall have fifteen (15) Business Days from the date of receipt delivery of any such First Participation Notice to such Preemptive Rights Holder to agree in writing to purchase subscribe up to such Preemptive Rights Holder’s Preemptive Pro Rata Share Portion of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased subscribed (not to exceed such Shareholder’s Preemptive Rights Holder’s Pro Rata SharePortion). If any Preemptive Rights Holder fails to so respond in writing within such fifteen (15) Business Days period to purchase such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securities15)-Business-Day period, then such Preemptive Rights Holder shall forfeit be forfeited the right hereunder to purchase that part of subscribe its Preemptive Pro Rata Share Portion of such New Securities that it did not agree to purchaseSecurities, but such failure shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of issue New Securities (in a single transaction or a series of related transactions)Securities, it shall give to each Preemptive Rights Holder Preferred Shareholder a written notice of its intention to issue New Securities (the “First Participation Notice”), stating that it is the First Participation Notice and describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder Preferred Shareholder shall have fifteen (15) Business Days from the date of receipt of any such First Participation Notice to agree in writing right to purchase up to such Preemptive Rights Holder’s Pro Rata Share its pro rata share of any such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving a written notice to the Company within ten (10) Business Days from the date of receipt of such Participation Notice and stating therein the quantity of New Securities to be purchased by it (not to exceed such Preemptive Rights HolderPreferred Shareholder’s Pro Rata Sharepro rata share). If any Preemptive Rights Holder Preferred Shareholder fails to so respond in writing within such fifteen ten (1510) Business Days Day period to purchase such Preemptive Rights Holder’s full Pro Rata Share its pro rata share of an offering of the New SecuritiesSecurities in full, then such Preemptive Rights Holder it shall forfeit the right hereunder to purchase that part of its Pro Rata Share pro rata share of such New Securities that it did not agree elect to purchase, purchase but shall not be deemed without prejudice to forfeit its any right with respect to participate in any future or other issuance offerings of New Securities. For the purposes of this Section 2.2, a Preferred Shareholder’s “pro rata share” shall mean the ratio of (a) the aggregate number of all Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) held by such Preferred Shareholder immediately prior to the issuance of the New Securities, to (b) the aggregate number of all Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) then outstanding held by all Preferred Shareholders immediately prior to the issuance of the New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of issue New Securities (in a single transaction or a series of related transactions), it shall give deliver to each Preemptive Participation Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”) at least twenty (20) Business Days prior to the proposed issue date of the New Securities (or such shorter period mutually agreed upon by the Company and such Participation Rights Holder), describing the identity of the proposed transferee, the amount and type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Participation Rights Holder shall have fifteen twenty (1520) Business Days from after the date of receipt of any such the First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Preemptive Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon under the terms and conditions specified in the First Participation Notice by giving delivering a written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Participation Rights Holder’s Pro Rata Share). If any Preemptive Participation Rights Holder fails to so respond agree in writing within such fifteen twenty (1520) Business Days period to purchase Day period, such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Participation Rights Holder shall forfeit the right be deemed to have forfeited its Right of Participation hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchaseSecurities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and Securities, at least thirty (30) business days before the details relating to the identity of the proposed buyer of such New Securitiesissuance day. Each Preemptive Participation Rights Holder shall have fifteen (15) Business Days business days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Preemptive Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Participation Rights Holder’s Pro Rata Share). If any Preemptive Participation Rights Holder fails to so respond agree in writing within such fifteen (15) Business Days period First Participation Period to purchase such Preemptive Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Rights Holder shall have fifteen thirty (1530) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Pro Rata Share). Such notice may be made by telephone if confirmed in writing within five (5) Business Days. If any Preemptive Rights Holder fails to so respond in writing within such fifteen thirty (1530) Business Days Day period to purchase such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”)) at least thirty (30) days prior to such issuance, describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities and the details relating to the identity of the proposed buyer of such New Securities. Each Preemptive Participation Rights Holder shall have fifteen (15) Business Days days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Preemptive Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Participation Rights Holder’s Pro Rata Share). If any Preemptive Participation Rights Holder fails to so respond agree in writing within such fifteen (15) Business Days days period to purchase such Preemptive Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities Securities, and the details relating to the identity and address of the proposed buyer of subscribers or purchasers for such New Securities. Each Preemptive Rights Holder shall have fifteen thirty (1530) Business Days days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Preemptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Preemptive Rights Holder’s Pro Rata Share). If any Preemptive Rights Holder fails to so respond in writing within such fifteen (15) Business Days period to purchase such Preemptive Rights Holder’s full Pro Rata Share of an offering of New Securitiesthe First Participation Period, then such Preemptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchaseSecurities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.