Pro Rata Rights. If at any time the Company wishes to issue any new equity securities other than Excluded Securities (such Securities other than Excluded Securities the “New Securities”) to any person (“Proposed Recipient”) the Company shall, to the extent reasonably possible, promptly deliver a notice of its intention to issue such New Securities (the “New Issue Notice”) to the Purchaser at least 5 days prior to the planned date of issuance setting forth the type, number and description of the New Securities to be issued, the proposed subscription price thereof, the identity of the Proposed Recipients (if known) and any other proposed material terms and conditions of such issuance. If the Company is unable to give prior notice of such issuance, it will notify the Purchaser on the date of the issuance which later notice shall in no event prevent the Purchaser from fully exercising its rights hereunder in a subsequent issuance and closing. The Purchaser shall have the right, upon written notice to the Company within 10 days following receipt of the New Issue Notice whether such notice is provided before or after the issuance (the “Exercise Period”), to elect to subscribe for, at the price and on the terms stated in the New Issue Notice, such number of New Securities equal to the product obtained by multiplying the number of New Securities (calculated on an as-converted basis) by a fraction, the numerator of which is the number of equity securities (calculated on an as-converted basis) held by the Purchaser on the date of such New Issue Notice (and prior to the issuance) and the denominator of which is the total number of equity securities (calculated on an as-converted basis) issued and outstanding on the date of such New Issue Notice (and prior to the issuance). If all or any portion of the New Securities are not subscribed to by the Purchaser as described above, then the Company may, at its election, during a period of 30 days following the expiration of the Exercise Period, issue the remaining New Securities to the Proposed Recipient at a price and upon terms not more favorable to the Proposed Recipient than those stated in such New Issue Notice. In the event the Company has not issued the New Securities to the Proposed Recipient within such 30 day period, the Company shall not thereafter issue any New Securities without first offering such securities to the Purchaser in the manner provided in this Section 4.15. Failure by the Purchaser to exercise its option to subscrib...
Pro Rata Rights. All Members enjoy pro-rata rights to (a) specific Company Property, (b) his or her interest in the Company and (c) his/her rights to participate in management of the Company in direct proportion to his or her Percentage Interest set forth in Schedule A hereto.
Pro Rata Rights. If the startup undergoes an Equity Financing, this side letter provides the University with “pro rata rights,” or the option to participate in the startup’s Equity Financing in order to maintain the same ownership percentage in the startup as the University has immediately prior to the Equity Financing, calculated by dividing the amount of the equity interest issued to the University as a result of a conversion of its SAFE by the “Company Capitalization” as defined in the Pro Rata and Information Rights Agreement. For more information about pro rata rights, see xxxxx://xxx.xxxxxxxxx.xxx/pro-rata-rights and the question about pro rata rights at xxxxx://xxx.xxxxxxxx.xxx/frequently-asked-questions-convertible-debt/.
Pro Rata Rights. Investor will have a right of first offer with respect to its Pro Rata Share (as defined below) of (a) any sale by the Company, after the date hereof, of its securities pursuant to any bona fide transaction or series of transactions with the principal purpose of raising capital, or (b) token sales and other similar forms of non-equity financings. For the purposes of this Section 2, Investor’s “Pro Rata Share” is equal to the ratio of (i) the number of shares of the Company’s Common Stock then held by Investor or issued or issuable upon conversion of any shares of the Company’s Preferred Stock then held by Investor (assuming full conversion and exercise of all outstanding convertible and exercisable securities then outstanding, including any convertible promissory notes or simple agreements for future equity) to (ii) the total number of shares of the Company’s Common Stock then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding, including any convertible promissory notes or simple agreements for future equity) as determined immediately prior to the closing of such transaction(s).
Pro Rata Rights. The Lead Investor will have a pro rata right, but not an obligation, to participate in the Next Equity Financing based on its percentage equity ownership after giving pro forma effect to the conversion of the SAFEs in the Next Equity Financing. The Lead Investor may apportion its pro rata right among itself, its partners and its affiliates. Founder Vesting The founders’ Common Units will vest as follows: after 12 months of service following the initial closing, 25% will vest; the remainder will vest monthly over the following 36 months.
Pro Rata Rights. (a) [***].
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Pro Rata Rights. All Partners enjoy pro-rata rights to (a) specific Partnership Property, (b) his or her interest in the Partnership and (c) his/her rights to participate in management of the Partnership in direct proportion to Partnership Interest set forth in Schedule A hereto.
Pro Rata Rights. Each Shareholder shall have twenty (20) --------------- days after the date of the giving of the Company Notice to agree to purchase up to its Pro Rata Share (as defined in Section 4.3 below) of the New Securities offered by the Company Notice for the price and upon the general terms specified in the Company Notice by giving to the Company within such twenty day period, written notice (a "Purchase Notice") stating its election to purchase New --------------- Securities and the quantity of New Securities the Shareholders elect to purchase (not to exceed such Shareholder's Pro Rata Share).
Pro Rata Rights. Investor will have a right of first offer with respect to its Pro Rata Share (as defined below) of (a) any sale by the Company, after the date hereof, of its securities pursuant to any
Pro Rata Rights. (a) The Company hereby grants to Purchaser the right of first refusal to purchase its Pro Rata Share of New Securities (as defined below) which the Company may from time to time propose to sell and issue. For purposes of this right, Purchaser's Pro Rata Share shall mean the number of New Securities being offered by the Company multiplied by a percentage determined by dividing (i) the number of Membership Interests held by it prior to issuance of the New Securities by (ii) the total number of Membership Interests outstanding and Membership Interests into which outstanding securities are convertible. "New Securities" shall mean any Membership Interests of the Company, whether now authorized or not, and rights, options or warrants to purchase Membership Interests, and securities of any type whatsoever which are, or may become, convertible into Membership Interests; provided, however, that the term "New Securities" does not include securities offered to the public in a registration.
