Common use of Right of First Refusal to Significant Holders Clause in Contracts

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock).

Appears in 9 contracts

Samples: Forelinx Investors’ Rights Agreement, Investors’ Rights Agreement, Investors’ Rights Agreement

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Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rightsrights (including, without limitation, the Investment Rights), options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rightsrights (including, without limitation, the Investment Rights), options and warrants, directly or indirectly, into Common Stock).

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement, Rights Agreement

Right of First Refusal to Significant Holders. The Company hereby grants to each Investor who owns at least 10,000 Shares or shares of the Company’s Common Stock issued upon conversion of the Shares (the “Conversion Stock”) (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) (the “Significant HolderHolders”), the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Significant Holders).

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Kindred Biosciences, Inc.), Investors’ Rights Agreement (Kindred Biosciences, Inc.), Investors’ Rights Agreement (Kindred Biosciences, Inc.)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock warrants held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock).

Appears in 3 contracts

Samples: Investors’ Rights Agreement (ForgeRock, Inc.), Investors’ Rights Agreement (ForgeRock, Inc.), Investors’ Rights Agreement (Satsuma Pharmaceuticals, Inc.)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant HolderStockholder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a7(a)) which that the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant HolderStockholder’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 Significant Holder Stockholder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant HolderStockholder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Stockholders).

Appears in 3 contracts

Samples: Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to before the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to before the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock).

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Minerva Surgical Inc), Investors’ Rights Agreement (Minerva Surgical Inc)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock).

Appears in 1 contract

Samples: Investors’ Rights Agreement

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which that the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Preferred Stock owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock warrants held by said Significant Holder) to (b) the total number of shares of Common Preferred Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockwarrants of the Company).

Appears in 1 contract

Samples: Investor Rights Agreement (Clovis Oncology, Inc.)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, Holder and each Founder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s or Founder’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 Significant Holder or Founder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock warrants held by said Significant HolderHolder or Founder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockwarrants held by all of the Significant Holders and Founders).

Appears in 1 contract

Samples: Investor Rights Agreement (Paragon 28, Inc.)

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Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which that the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares Preferred Stock and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares Preferred Stock and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Significant Holders).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Abpro Corp)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Class A Common Stock owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Class A Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock).

Appears in 1 contract

Samples: Rights Agreement

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant HolderStockholder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a7(a)) which that the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s Stockholder'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 Significant Holder Stockholder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant HolderStockholder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Stockholders).

Appears in 1 contract

Samples: Registration Rights Agreement (Therma Wave Inc)

Right of First Refusal to Significant Holders. The Subject to applicable securities laws, the Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 1.1(a4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Significant Holders).

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cornerstone OnDemand Inc)

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder, the right of first refusal to purchase its pro rata share Pro Rata Share (as defined in the next sentence) of New Securities (as defined in this Section 1.1(a4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, “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 Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise and/or conversion of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stockheld by all of the Significant Holders).

Appears in 1 contract

Samples: Investors’ Rights Agreement (U.S. Auto Parts Network, Inc.)

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