Participation in Future Offerings a. Subject to the consumption of the Initial Closing, and subject to the terms and conditions of this Section 25 and applicable securities laws, the Company agrees that each Subscriber will be entitled to purchase its pro-rata portion of the New Securities offered by the Company to investors making a cash-investment in any private placement offering of the Company of more than $2,500,000 to be closed during a period of one year following the final Closing Date of this Offering (the “Applicable Period”). The rights granted under this Section 25 to Subscribers are personal to the Subscribers and accordingly such rights cannot be transferred or assigned to any other party.
Participation in Future Offerings. In order to afford the Investors the ------------- -- ------ --------- opportunity to maintain their percentage ownership interest in the Company, the Company agrees to offer to the Investors, and to issue and sell to accepting offerees, such other securities of the Company, that evidence shares of Common Stock or other Voting Stock or that bear rights to acquire, convert into or be redeemed or exchanged for shares of Common Stock or Voting Stock, including without limitation, any rights, options, warrants or convertible debt or equity instruments that provide any right to subscribe for, purchase or otherwise acquire shares of Common Stock or other Voting Stock, as may be offered by the Company from time to time after the Closing Date (any such shares being herein referred to as "New Shares"), all pursuant to the terms and conditions of this Section 8.
Participation in Future Offerings. (a) The Company and the undersigned hereby unconditionally acknowledge and agree that if the Company offers to sell any Equity Securities (as defined below) following the closing of the sale of Notes and Warrants to the undersigned pursuant to this Subscription Agreement, and prior to the Company’s first public offering of its securities (whether an initial public offering of its securities (an “IPO”) or a secondary offering following a reverse merger) (any such public offering being referred to herein as a “Public Offering”), the Company shall, prior to any issuance by the Company of any Equity Securities, offer to the undersigned, by written notice (the “Preemptive Right Notice”) the right to purchase the undersigned’s Pro-Rata Share (as defined below) of such Equity Securities at the cash price or other consideration for which such securities are to be issued; provided, however, that the preemptive rights of the undersigned shall not apply to the issuance of: (i) any Excluded Securities set forth in Section 1.7(a) — (f) of the Notes; (ii) any securities issued in a Public Offering; (iii) any securities issued solely in consideration for the acquisition (whether by merger or otherwise) by the Company of all or substantially all of the capital stock or assets of any other corporation or entity; (iv) any securities issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions; and (v) any securities issued as a stock dividend or upon any subdivision of shares of capital stock, in the event that the number of such securities issued pursuant to such stock dividend or subdivision are limited to additional shares of capital stock.
Participation in Future Offerings. (i) In order to afford each Investor the opportunity to maintain its percentage ownership interest in the Company, except as provided in paragraph (b), the Company agrees to offer to each Investor the opportunity to acquire any Capital Stock which may be offered by the Company from time to time after the date of this Agreement (any such shares being herein referred to as “New Shares”), all pursuant to the terms and conditions of this Section 16.
Participation in Future Offerings. Except as provided in paragraph 10.11.1(b) the Company shall offer (the "New Offer") to each Lender the opportunity to acquire any capital stock which may be offered by the Company from time to time after the date of this Agreement (any such shares being herein referred to as "New Shares"), all pursuant to the terms and conditions of this Section 10.11. The rights of the Lenders under this Section 10.11 shall not apply to:
Participation in Future Offerings. (a) From the Initial Closing Date through the date on which the Company achieves the Funding Threshold, the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, in any Equity Financing any Equity Securities, unless in each case the Company shall have first offered to the Purchasers the right to purchase (in the aggregate) at least 20% of such securities, including any overallotment options (collectively, the “Offered Securities”). Each Purchaser shall have the right to subscribe for a portion of the Offered Securities in any such offering (a “Subsequent Financing”) equal to the portion of the Notes purchased at the Initial Closing relative to the aggregate value of the Notes issued at the Initial Closing, with such purchase at a price and on such other terms as will be offered to third parties. In the event the Subsequent Financing is an underwritten offering, the Company shall instruct its underwriter or placement agent for such offering to contact each Purchaser promptly following the first public announcement of such offering and thereafter use reasonable best efforts to ensure that the Purchaser is provided a full allocation of securities in such offering.
Participation in Future Offerings. 21 7.1 Participation in Future Offerings........................................................................... 21 7.2 Notice..................................................................................................... 21 7.3 Acceptance.................................................................................................. 22 7.4
Participation in Future Offerings. In order to afford the Investor the opportunity to maintain its percentage ownership interest in the Company, except for securities offered by the Company in a public offering which is registered under Section 5 of the Act, the Company agrees to offer to the Investor pro rata, according to its percentage ownership interest in the Company (calculated in accordance with Section 7.4 hereof), the opportunity to acquire any Common Stock or other Voting Stock or securities that bear rights to acquire, convert into or be redeemed or exchanged for shares of Common Stock or other Voting Stock (including without limitation any rights, options, warrants or convertible debt or equity instruments that provide any right to subscribe for, purchase or otherwise acquire shares of Common Stock or other Voting Stock) (any such shares being herein referred to as "New Shares") which may be offered by the Company during the period commencing after the first Closing hereunder and ending on the effective date of the Company's initial public offering pursuant to a Registration Statement under the Act. For purposes of this Section 7.1, "New Shares" does not include (i) the shares of Common Stock issuable upon conversion of the Preferred Stock purchased hereunder or upon exercise of the Warrant issued to the Investor of even date; (ii) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock; (iii) securities issued to any officer, director or employee of or consultant to the Company pursuant to a stock option plan, employee stock purchase plan, restricted stock plan or other employee stock plan or agreement approved by the Board of Directors; or (iv) securities issued in connection with any merger or consolidation or acquisition approved by the Board of Directors and by the Investor in accordance with the Company's Charter.
Participation in Future Offerings. Subject to the terms hereof, the Company hereby agrees to offer to each Investor the opportunity to acquire any equity securities, rights to acquire equity securities, or securities convertible into equity securities of the Company which may be offered by the Company from time to time after the date of this Agreement to unaffiliated investors for capital raising purposes (any such securities being herein referred to as "New Securities"), all pursuant to the terms and conditions of this Article.
Participation in Future Offerings. If at any time within two years from the date of the Agreement, the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, including the Registration Statement, or (ii) any other registration statement in an underwritten offering for its own account, then, as soon as practicable, the Company shall give notice of such proposed offering or filing to the Investors and such notice shall offer such Investor the opportunity to include in such underwritten offering or other registration statement such number of Purchased Shares as such Investor may request in writing.
