Investors’ Secondary Refusal Right. 6.1 Subject to Section 7.1, each Investor shall have an option, exercisable for a period of 15 days from the date of delivery of the Investor Notice, to purchase his or its Pro Rata Share (as defined below) of the Remaining Shares for the consideration per Share and on the terms and conditions set forth in the Notice (the “Secondary Refusal Right”). The Secondary Refusal Right shall be exercised by delivery by such Investor of written notice to the Secretary of the Company. Alternatively, each Investor may, within the same 15 day period, notify the Secretary of the Company of its desire to participate in the sale of the Shares on the terms set forth in the Notice, and the number of Shares it wishes to sell. For the purposes of this Agreement, the term “Pro Rata Share” shall mean that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Offered Shares covered by the Notice (less any Offered Shares purchased by the Company pursuant to its First Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Stock owned by the Investor at the time of the sale or transfer and the denominator of which is the total number of shares of Stock owned by all Investors at the time of the sale or transfer.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.)
Investors’ Secondary Refusal Right. 6.1 Subject to Section 7.1, each Investor shall have an option, exercisable for a period of 15 days from the date of delivery of the Investor Notice, to purchase his or its Pro Rata Share (as defined below) of the Remaining Shares for the consideration per Share and on the terms and conditions set forth in the Notice (the “Secondary Refusal Right”). The Secondary Refusal Right shall be exercised by delivery by such Investor of written notice to the Secretary of the Company. Alternatively, each Investor may, within the same 15 day period, notify the Secretary of the Company of its desire to participate in the sale of the Shares on the terms set forth in the Notice, and the number of Shares it wishes to sell, which right shall be governed by Section 7. For the purposes of this Agreement, the term “Pro Rata Share” shall mean that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Offered Shares covered by the Notice (less any Offered Shares purchased by the Company pursuant to its First Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Stock owned by the Investor at the time of the sale or transfer and the denominator of which is the total number of shares of Stock owned by all Investors at the time of the sale or transfer.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.)
