Right to Participate in Future Financings. From the date hereof until one year after the Effective Date, each Investor shall have the right to participate in any closing of a financing by the Company of its Common Stock or Common Stock Equivalents (a “Subsequent Financing”) up to an amount equal to the Investor’s Investment Amount (the “Investment Limit”). At least seven (7) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Investor received within one (1) Business Day of delivery of the Pre-Notice, and only upon a request by such Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. Each Investor shall notify the Company by 6:30 p.m. (New York City time) on the fifth (5th) Business Day after their receipt of the Subsequent Financing Notice of its willingness to participate in the Subsequent Financing on the terms described in the Subsequent Financing Notice and the amount such Investor wishes to invest in the Subsequent Financing up to the Investment Limit, subject to completion of mutually acceptable documentation. If one or more Investors fail to provide the Company with timely notice of their willingness to participate in the Subsequent Financing, the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice; provided that the Company must provide the Investors with a second Subsequent Financing Notice, and the Investors will again have the rights set forth above in this Section 7.9, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 30 days after the date of the initial Subsequent Financing Notice with the Person ide...
Right to Participate in Future Financings. Creditor shall have the right, but not the obligation, so long as any part of the principal of the Loan (or any accrued and unpaid interest thereon) remains outstanding to participate, on the same terms and conditions as other investors, in any equity or debt financings effected by Borrower; and, in any such financing in which the Creditor may elect, in its sole discretion, to participate the Creditor may, at its option, apply the then outstanding principal balance of the Loan (and accrued and unpaid interest thereon) towards the purchase price of the securities acquired by it in any such financing.
Right to Participate in Future Financings. In the event that, prior to the Initial Public Offering, the Company intends to engage in a New Equity Financing, (i) it shall provide DB Capital, the Class D Shareholders and the Investcorp Shareholders with written notice of such intention at least 20 business days prior to the scheduled closing of the New Equity Financing, describing the type of equity securities to be issued, the price and the number or amount thereof, and the general terms upon which the Company proposes to effect such issuance and (ii) if within 10 days after receipt of such notice DB Capital, any Class D Shareholder or any Investcorp Shareholder (each, an "Electing Shareholder") notifies the Company of its desire to participate in such New Equity Financing as hereinafter contemplated, it shall take steps as are necessary to enable each such Electing Shareholder to participate, at such Electing Shareholder's option, as a purchaser in such New Equity Financing such that the Electing Shareholder, through the exercise of such option, would maintain a percentage interest in the outstanding common equity securities of the Company equal to the percentage that the total outstanding common equity securities of the Company held by such Electing Shareholder at such time (excluding the Warrants and shares issued or issuable upon the exercise of the Warrants) bears to the total outstanding common equity securities of the Company on a fully diluted basis (including, without limitation, shares issued upon the exercise of the Warrants).
Right to Participate in Future Financings. In the event that, during the period beginning immediately after the date hereof until the earlier of (a) the closing of the Initial Public Offering or (b) the sale of 90% of the outstanding shares of capital stock of Holdings, a sale of all or substantially all of the assets of Holdings or a merger, consolidation or recapitalization of Holdings as a result of which 90% of the ownership of the capital stock of Holdings (or the voting stock of the surviving corporation, if Holdings is not the survivor) is changed, Holdings intends to engage in a New Equity Financing, it will (i) provide the Stockholders and Class A Stockholders with written notice of such intention at least 10 days prior to the scheduled closing of the New Equity Financing, describing the type of equity securities to be issued, the price and the number or amount thereof, and the general terms upon which Holdings proposes to effect such issuance and (ii) takes the necessary steps to enable any Stockholder or Class A Stockholder to participate, at each such stockholder's option, as a purchaser in the New Equity Financing such that such stockholder, through the exercise of this option, may maintain his or its percentage interest in the outstanding equity securities of Holdings on a fully diluted basis (assuming the exercise or conversion of all then outstanding options, warrants and securities convertible into, or exercisable or exchangeable for, such equity securities).
Right to Participate in Future Financings. 11.1 On any offering of equity or quasi-equity securities (a "Subsequent Offering") by the Corporation, or any of its Subsidiaries or affiliates for a period of twenty-four (24) months from the Closing Date, the Lead Underwriter will be granted the right to participate as an underwriter and/or agent with a minimum 10% economic interest in the banking syndicate. The economic interest in any Subsequent Offering shall be subject to an increase to reflect the degree of support provided to the Corporation by the Lead Underwriter during the period between the Closing Date and the date of announcement of any Subsequent Offering.
Right to Participate in Future Financings. (a) In the event that, during the period beginning immediately after the closing of the Merger up to but not including the Initial Public Offering, the Company intends to engage in a New Equity Financing (as defined below), it shall (i) provide EHL with written notice of such intention at least 20 days prior to the scheduled closing of the New Equity Financing, describing the type of equity securities to be issued, the price and the number or amount thereof, and the general terms upon which the Company proposes to effect such issuance and (ii) take steps as are necessary to enable EHL to participate, at EHL's option, as a purchaser in such New Equity Financing such that EHL, through the exercise of such option, would maintain its percentage interest in the outstanding equity securities of the Company on a fully diluted basis ; PROVIDED that EHL shall be entitled to the rights under this Section 7 only so long as the EHL Retention Condition remains satisfied. For purposes hereof, a "New Equity Financing" means the issuance by the Company of new equity securities of the Company, or securities convertible into, or exercisable or exchangeable for, such equity securities other than issuances of equity securities in connection with (x) stock incentive or compensation plans approved by the Board of Directors of the Company (y) business acquisitions by the Company and (z) financings which in the aggregate involve gross proceeds of up to $25 million.
Right to Participate in Future Financings. Immediately following the final Closing of this Offering, and for a period expiring on the later of: (i) the twelve-month anniversary of the date of such final Closing or (ii) as long as a majority of the Common Stock issued at the Closings are then-held by the Subscribers, each Subscriber shall have a right to participate with respect to all non-public equity or equity-linked capital raising transactions of the Company, subject to certain customary exceptions (each, a “Subsequent Financing”). The Company shall give advance written notice to the Subscribers prior to any Subsequent Financing. Each Subscriber shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that such Subscriber elects to exercise its right to participate in the Subsequent Financing with respect to an amount of the Subsequent Financing equal to (a) such Subscriber’s Pro Rata Share (as defined below) of the Subsequent Financing, plus (b) a pro rata amount (based upon the relative amount of the participating Subscribers’ respective Pro Rata Share) of the aggregate of the unsubscribed for Pro Rata Share of the other subscribers. “Pro Rata Share” of each Subscriber shall equal the ratio of (x) the subscription amount paid by such Subscriber for Units and (y) the sum of the aggregate subscription amounts purchased by all Subscribers participating in such Subsequent Financing.
Right to Participate in Future Financings. Subject to applicable securities laws, so long as Purchaser beneficially owns at least fifty percent (50%) of the Shares required to be purchased under the terms of this Agreement, the Purchaser shall have a pro rata right, but not an obligation, based on its percentage equity ownership of Common Stock (calculated on a fully diluted basis assuming full conversion and exercise of all outstanding options and other outstanding exercisable and convertible securities), to participate in subsequent issuances of Common Stock or other voting securities of the Company, other than: (i) the issuance Common Stock or Common Stock Equivalents to employees, consultants and directors, pursuant to plans or agreements approved by the Board of Directors; (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities; (iii) the issuance of securities that, with unanimous written approval of the Board, are offered to any existing shareholder of the Company; (iv) the issuance of securities in connection with a bona fide business acquisition by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise; and (v) the issuance of securities to lenders, creditors, lessors or similar financing entities or strategic partners with the approval of the Board of Directors. Any shares of Common Stock or other voting securities not subscribed for by Purchaser may be reallocated pro rata among the other eligible investors.
Right to Participate in Future Financings. (a) The Company hereby grants to each Preferred Holder and Founder the right of first refusal to purchase its pro rata share of any New Securities (as hereinafter defined) which the Company may, from time to time, propose to sell and issue. A pro rata share, for purposes of this right of first refusal, is the ratio that the sum of the number of shares of Common Stock and the number of shares of Common Stock issuable upon conversion of any shares of Preferred Stock then held by such Preferred Holder or Founder bears to the sum of the total number of shares of Common Stock and the total number of shares of Common Stock issuable upon conversion of all shares of preferred stock then outstanding and held by all stockholders of the Company.
(b) Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and preferred stock, whether now authorized or not, and rights, options or warrants to purchase shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Series A, Series B and Series C Preferred Stock or the Common Stock issuable upon conversion of such stock; (ii) securities issued in the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company or its stockholders own not less than fifty-one percent (51%) of the voting power of the surviving or successor corporation, (iii) shares of Common Stock or related options exercisable for capital stock of the Company issued to employees, officers and directors of, and consultants to, the Company, pursuant to the 1996 Option Plan, (iv) stock issued pursuant to any rights or agreements, including, without limitation, convertible securities, options and warrants, provided that the rights of first refusal established by this Section apply with respect to the initial sale or grant by the Company of such rights or agreements, (v) stock issued in connection with any stock split, stock dividend or recapitalization by the Company, (vi) the IPO Warrants (as defined in Section 1.9), and (vii) shares issued in the Company's Initial Public Offering.
(c) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Preferred Holder and Founder written not...
Right to Participate in Future Financings. In the event that, during the period beginning immediately after the closing of the Recapitalization and ending on but not including the Initial Public Offering, the Company intends to engage in a New Equity Financing (as defined below), it shall (i) provide all holders of equity securities of the Company with written notice of such intention at least 20 days prior to the scheduled closing of the New Equity Financing, describing the type of equity securities to be issued, the price and the number or amount thereof, and the general terms upon which the Company proposes to effect such issuance and (ii) take steps as are necessary to enable all such persons to participate, at their option, as a purchaser in such New Equity Financing such that all such persons, through the exercise of such option, would maintain their percentage interest in the outstanding equity securities of the Company on a fully diluted basis. For purposes hereof, a "New Equity Financing" means the issuance by the Company of new equity securities of the Company, or securities convertible into, or exercisable or exchangeable for, such equity
