Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New Securities to any Person (the “Relevant Issue”), Investor shall in respect of the Relevant Issue have the right to purchase, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue as part of the Relevant Issue and (ii) a fraction, the numerator of which shall be the total number of Ordinary Shares (on an as-converted basis) which Investor and its Permitted Transferees own in the aggregate at such time, and the denominator of which shall be the Fully-Diluted Equity. The rights given by the Company under this Section 6.01(a) shall terminate if unexercised within thirty (30) days after receipt of the Notice of Issuance referred to in Section 6.01(b).
Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New Securities, each member of the Investor Group shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basis.
Rights to Purchase New Securities. (a) For so long as the Purchaser, together with its Affiliates, has not transferred any Shares acquired pursuant to this Agreement to one or more third parties, Purchaser shall have the right to purchase, on the terms and conditions set forth herein, Purchaser’s Pro Rata Portion of (i) any Company Securities, or (ii) any Subsidiary Securities, in each case that the Company or the Company’s Subsidiary may propose to issue (each of (i) and (ii), the “New Securities”). Except as otherwise provided herein, the “Pro Rata Portion” of New Securities that the Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of shares of Common Stock then held by the Purchaser (counting for such purposes all shares of Common Stock into which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, without regard to any limitations on conversion that may apply pursuant to the terms of such securities, if any, and the denominator of which is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into which any securities owned by all shareholders are directly or indirectly convertible or exercisable, without regard to any limitations on conversion that may apply pursuant to the terms of such securities).
Rights to Purchase New Securities. (a) In the event that the Corporation proposes to issue New Securities (other than in connection with the Offering), each Shareholder shall have the right to purchase in lieu of the Person to whom the Corporation proposed to issue such New Securities, in accordance with paragraph 5(b) below, a number of Common Shares or other New Securities which the Corporation proposes to issue equal to the product of (i) the total number or amount of Common Shares or other New Securities which the Corporation proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of Voting Interests which such Shareholder holds or beneficially owns at such time, and the denominator of which shall be the total number of Voting Interests then outstanding. The rights given by the Corporation under this Section 5 shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph 5(b) below.
Rights to Purchase New Securities. From and after the date of this Agreement until immediately prior to a Qualified Public Offering, each Series D Investor and Series E Investor shall have the preemptive right to purchase its Pro Rata Share of any additional issues of capital stock of the Company of any or all classes or series thereof, whether or not now authorized, and any securities of the Company of any type, including convertible indebtedness, that are or may become convertible into such capital stock, including, without limitation, any rights, options or warrants to purchase capital stock, other than (i) shares of Series E Preferred Stock issued pursuant to the Series E Stock Purchase Agreement, (ii) shares issued in a Qualified Public Offering, and (iii) securities that are excluded from the definition of Additional Shares in Section 5(e)(v) of the Restated Certificate’s Certificate of Designation of Series D Preferred Stock (collectively “New Securities” ) which the Company may propose to offer sell or issue from and after the date hereof, subject to the terms and conditions of this Article 3. Each participating Series D Investor and Series E Investor must purchase New Securities on the same terms and at the same price at which the Company proposes to sell New Securities. A Series D Investor or Series E Investor that notifies the Company of its intention to exercise its preemptive right under this Article 3 may assign all or a portion of such right to one or more Affiliates in such proportions as it deems appropriate. The “Pro Rata Share” of each Series D Investor and Series E Investor shall be equal to the quotient obtained by dividing (i) the total number of shares of Common Stock (on an as-converted basis, including shares issuable upon conversion of Series D Preferred Stock and Series E Preferred Stock held by such Series D Investor or Series E Investor, as the case may be) held by such Series D Investor or Series E Investor, as the case may be, immediately prior to the issuance of New Securities plus by (ii) the sum of (X) the total number of shares of Common Stock of the Company then outstanding plus (Y) the total number of shares of Common Stock of the Company into which all then outstanding shares of Preferred Stock of the Company are then convertible.
Rights to Purchase New Securities. At any time after the Closing Date, in the event that the Company proposes to issue New Securities, each of the Xxxx Post-Closing Shareholder, the Pfizer Post-Closing Shareholder and the Perceptive Post-Closing Shareholders shall have the right to purchase, in lieu of the Person to whom the Company proposed to issue such New Securities, in accordance with Section 4.5.2 below, a number of New Securities equal to the product of (i) the aggregate number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which is the aggregate number of shares of Common Stock then held by the Xxxx Post-Closing Shareholder, the Pfizer Post-Closing Shareholder or the Perceptive Post-Closing Shareholders, as applicable, and the denominator of which is the aggregate number of shares of Common Stock then outstanding (the applicable fraction referred to in clause (ii), the “Preemptive Proportion”).
Rights to Purchase New Securities. The provisions of this Section 4.03 shall apply only after the occurrence of the Tranche 1 Closing:
Rights to Purchase New Securities. (a) If at any time after the Closing, the Company makes any public or non-public offering of New Securities, each Investor shall be afforded the opportunity to acquire from the Company for the same price (before adding any underwriting discounts or sales commissions) and on the same terms as such New Securities are proposed to be offered to others, up to the amount of New Securities required to enable such Investor to maintain its proportionate interest in the Company as represented by its Ownership Percentage at the time of such offering. The amount of New Securities that an Investor shall be entitled to purchase shall be determined by multiplying (x) the total number of such offered New Securities by (y) the Ownership Percentage of such Investor at the time of such offering, in each case before giving effect to such issuance. An Investor must exercise its rights under this Section 3.01 within ten Business Days of its receipt of written notice from the Company of the Company’s intent to make such a public or non-public offering, which notice shall also contain the material terms (including price terms) of such offering.
Rights to Purchase New Securities. (a) Notwithstanding any other rights the Investor may have under this Agreement, in the event that the Company issues or proposes to issue New Securities to a Third Party (the “Third Party New Securities”), including pursuant to Section 5.03, at a time when the Investor and its Affiliates beneficially own at least 5% of the issued and outstanding Common Stock (treating all securities beneficially owned by the Investor and its Affiliates that are convertible into or exchangeable or exercisable for Common Stock as converted, exchanged or exercised), the Investor shall have the right to purchase from the Company, in accordance with paragraph (b) below, a number of additional New Securities such that, after giving effect to the proposed issuance of the Third Party New Securities and the issuance of the additional New Securities to the Investor pursuant to this Section 5.04, the Investor would beneficially own the same percentage of the issued and outstanding Common Stock (treating all such New Securities as converted into or exchanged or exercised for Common Stock) as it beneficially owned prior to such issuances. The rights of the Investor under this Section 5.04(a) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. However, the Company may issue the New Securities to persons other than the Investor before the expiration of that 30 day period.
Rights to Purchase New Securities. If, prior to the Initial Public Offering, the Company proposes to issue any Ordinary Shares (or other securities exercisable or exchangeable for, or convertible into, Ordinary Shares) to any Person, including to any Securityholder (whether for cash, securities or other property), except such as are issued (a) pursuant to the Initial Public Offering, (b) to any director, officer or employee of the Company pursuant to any equity incentive plan approved by the Board, which approval must include the affirmative vote of at least one TH Director and the PCLN Director (except in an amount in excess of the Option Limit, whether under the Option Plan or otherwise), (c) pursuant to the option granted to TH in the Restructuring Agreement or (d) as consideration in any transaction approved by the Board, which approval must include the affirmative vote of at least one TH Director and the PCLN Director, including issues to the Company’s suppliers (other than PCLN SUB or TH), TH and PCLN SUB and their respective Permitted Transferees shall have the right to subscribe for and be issued a number of Ordinary Shares or other securities proposed to be issued by the Company such that, following such transactions, such Securityholder shall maintain the same proportionate interest, whether direct or indirect, in the issued and outstanding Ordinary Shares on a fully diluted basis, as held by such Securityholder immediately prior to such transaction. Such subscription by each Securityholder shall be on the same terms and conditions as such subscription by such Person. Any Ordinary Shares or other securities issued to any Person other than a Securityholder, for which TH or PCLN SUB have elected not to exercise their respective rights under this Section 5.02 (each, a “Non-Exercising Securityholder”), shall dilute each Non-Exercising Securityholder ratably.
