Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is sixty (60) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. In addition to the transfer restrictions contained in Section 5.1, each of the Existing Stockholders hereby also agrees not to Transfer any of the Common Stock or other Securities held by it to any Person (other than persons or entities set forth in clause (iii) of the definition of Permitted Transferees) unless the Investor (or any third person(s) designated by Investor, which may include Affiliates of Investor or the Company) is given the right to acquire such Securities pursuant to the provisions of this paragraph (a). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) of the definition of its Permitted Transferees) to acquire any such Securities, or decides to solicit or cause to be solicited a proposal or proposals to acquire such Securities, such Existing Stockholder shall first give Investor written notice (the “Stockholder Notice”) of such intention, which notice shall include a term sheet stating, among other material terms, the minimum cash sales price (the “Target Price”) that such Existing Stockholder would entertain for the shares of Common Stock or other Securities to be sold (the “Offered Securities”). Investor (or its designee) shall have the right for a period of 20 business days following the delivery of the Stockholder Notice (the “Acceptance Period”) to accept the offer to purchase all or any portion of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice (or, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The Investor (or its designee) shall exercise its rights under this subparagraph (a) by delivering to such Existing Stockholder an irrevocable written notice of its election prior to 5:00 p.m. New York time on the final day of the Acceptance Period. If the Investor (or its designee) exercises its rights under this subparagraph (a), the sale of the Offered Securities to it shall be consummated on the 15th business day after the final day of the Acceptance Period (the “Purchase Period”). If the Investor (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, such Existing Stockholder shall have the right (wi...
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor an option during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. If IWICS does not exercise its right of first refusal in full with respect to Offered Shares, the Investors will have a right of first refusal to purchase all of the Offered Shares proposed to be transferred and not purchased by XXXXX in the manner as set out in the Agreement 3.
Investors Right of First Refusal. If the Company does not purchase the Co-Sale Stock available pursuant to its rights described under Section 2(b) above, then each Investor shall then have the right, exercisable upon written notice to the Founder (with a copy to the Company) within twenty (20) days of the date of such Investors receipt of the Company Notice described in Section 2(b), to purchase its Pro Rata Share, as defined below, of such Co-Sale Stock on the same terms and conditions set forth in the Notice.
(I) For purposes of this Section 2, each Investor's Pro Rata Share shall be equal to the product obtained by multiplying (x) the aggregate number of shares of Co-Sale Stock covered by the Notice (less shares purchased by the Company pursuant to Section 2(b)) by (y) a fraction the numerator of which is the number of shares of Common Stock owned by the Investor (on an as-if- converted basis) at the time of the sale or transfer and the denominator of which is the total number of shares of Common Stock owned by all of the Investors (on an as-if-converted basis) at the time of the sale or transfer.
(II) Each Investor shall have a right of over allotment, as set forth in this sub-Section (ii), to purchase shares of Co-Sale Stock not purchased by the Company or other Investors. Upon any Investor's failure to purchase its Pro Rata Share, the Founder shall promptly thereafter, via subsequent written notice delivered within seven (7) calendar days (the "Subsequent Written Notice"), inform each Investor that elects to purchase all the shares of Co-Sale Stock available to it (a "Fully Exercising Investor") of any other Investor's failure to do likewise. During the ten (10) calendar day period commencing after the Subsequent Written Notice is delivered to each Fully Exercising Investor, each Fully Exercising Investor may elect to purchase its "Additional Pro Rata Share" (as defined below) of the shares of Co-Sale Stock for which other Investors were entitled to subscribe but for which such Investors did not so subscribe, upon the same terms which the Founder is proposing or is to dispose of such shares, and the Founder shall sell such shares of Co-Sale Stock to the Fully Exercising Investor pursuant to such proposed terms. Each Fully Exercising Investor's "Additional Pro Rata Share" shall mean the ratio of the number of shares of Common Stock of the Company (including the number of shares of Common Stock into which the shares of Preferred Stock are then convertible) held by the Fully Exercising ...
Investors Right of First Refusal. The Company hereby grants to each Investor the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. An Investor’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Investor immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Investor) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming, in the case of Investors, full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, held by all of the Investors).
Investors Right of First Refusal. The Company hereby grants to the Holders of Registrable Securities (each such holder is referred to for purposes of this Section 2.2 as a "Stockholder") the right of first refusal to purchase a pro rata share of New Securities (as defined in this Section 2.2) that the Company may, from time to time, propose to sell and issue. A Stockholder's pro rata share, for purposes of this right of first refusal, is equal to such Stockholder's percentage interest in the then-outstanding Common Stock of the Company (assuming, for purposes of such percentage interest, complete conversion of all outstanding convertible securities and complete exercise of any and all outstanding options and warrants of the Company). This right of first refusal shall be subject to the following provisions:
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is one (1) year after the earlier of (a) the Put Closing Date on which the sum of the aggregate Put Share Price for all Put Shares equal the Maximum Offering Amount, (b) the date that the Company has delivered a Termination Notice to the Investor, or (c) the date of an Automatic Termination, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is sixty (60) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction. For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.
Investors Right of First Refusal. (a) For any private capital raising transactions of Common Stock and Common Stock Equivalents by the Company which close after the date hereof and on or prior to the date that is eight (8) months after the date of this Agreement, the Company agrees to deliver to each Purchaser, at least three (3) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing such Purchaser an option (the “Right of First Refusal”) during the three (3) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction. If the Purchasers do not exercise the Right of First Refusal in full, the Company may consummate the remaining portion of the transaction with any new investor(s) on the terms contemplated by such transaction. If there is more than one Purchaser exercising its Right of First Refusal, the provisions of this Section 4.19 shall apply pro rata among them (based on their relative amount of Units purchased).
(b) Notwithstanding the above, the Right of First Refusal shall not apply to any transaction involving issuances of securities by the Company to a company being acquired by the Company, as payment to such company for such acquisition, in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or any other transaction that is not for the primary purpose of raising capital, or a primary underwritten offering of the Company’s Common Stock. The Right of First Refusal also shall not apply to (a) the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof, (b) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company’s officers, employees, directors or consultants, or (c) the issuance of debt securities, with no equity feature.
