Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s pro rata share is equal to the ratio of (a) the number of shares of Common Stock of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, preferred stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, preferred stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Investor The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 10.6 hereof. Each Investor’s The Purchaser's pro rata share is equal to the ratio of (a) the number of shares of Common Stock of which such Investor is deemed purchased pursuant to be a holder immediately prior this Agreement, then held by the Purchaser or any transferee pursuant to the issuance of such Equity Securities Section 9.2(a)(iii), to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of convertible debt or equity securities any Equity Securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” "EQUITY SECURITIES" shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security security, or (iv) any such option, warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 5.6 hereof. Each Investor’s 's pro rata share is equal to the ratio of (ai) the number of shares of the Company's Common Stock of (including all Conversion Shares and Warrant Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bii) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or optionsConversion Shares and Warrant Shares) immediately prior to the issuance of the Equity Securities. The As used in this Section 5, the term “"Equity Securities” " shall mean (i1) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii2) any security convertible into or exercisable or exchangeable forcarrying any warrant convertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security or (iv4) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first refusal offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s 's pro rata share is equal to the ratio of (aA) the sum of the number of shares of Common the Series A Stock, the Series B Stock, the Series C Stock, the Series D Stock of and the Series E Stock which such Investor is deemed to be a holder holds immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company's outstanding Common Series A Stock, Series B Stock, Series C Stock, the Series D Stock (including all shares of Common and Series E Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first refusal to purchase its pro rata share of all the Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 5.3 hereof. Each Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Series A Stock, Series B Stock and Series C Stock, on an as converted to Common Stock of basis, which such Investor is deemed to be a holder Purchaser holds immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company's outstanding Series A Stock, Series B Stock and Series C Stock, on an as converted to Common Stock basis, plus the outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Investor Each Stockholder shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s pro rata Stockholder's PRO RATA share is equal to the ratio of (a) the number of shares of Common Stock of Cayenta Shares which such Investor Stockholder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Investor The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 10.7 hereof. Each Investor’s The Purchaser's pro rata share is equal to the ratio of (a) the number of shares of Common Stock of which such Investor is deemed purchased pursuant to be a holder immediately prior this Agreement, then held by the Purchaser or any transferee pursuant to the issuance of such Equity Securities Section 0, to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of convertible debt or equity securities any Equity Securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security security, or (iv) any such option, warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise Shares) held by all of any outstanding warrants or options) the Investors immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 3.6 hereof. Each Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company's Common Stock that are held by such Investor plus the number of shares of Common Stock issuable upon exercise of which any Warrant held by such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of outstanding the Company's Common Stock (including all outstanding plus the number of shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) the Warrants immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor and Founder shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, may from time to time, time propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 3.6 hereof. Each For purposes of this Section 3, each Investor’s 's and Founder's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock of which that such Investor or Founder is deemed to be a holder of on an As Converted Basis immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including on an As Converted Basis held by all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) Investors and Founders immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, ; (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), ; (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security security; or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Investor Xxxxxx shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s Xxxxxx'x pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) which such Investor Xxxxxx is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Investor Executive shall have a right of first refusal to purchase its his pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, may from time to time, time propose to sell and issue after the date of this AgreementCommencement Date, other than the Equity Securities excluded by Section 4.6 5(g)(vi) hereof. Each Investor’s Executive's pro rata share is equal to the ratio of (aA) the number of shares of Common Stock of which such Investor is deemed Executive could hold assuming an immediate right to be a holder exercise the Stock Option for all shares purchasable thereunder (whether vested or unvested) immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company's outstanding Common Stock common stock (including all shares of Common Stock common stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants warrants, options or optionsother convertible securities) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, common stock or preferred stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, common stock or preferred stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, common stock or preferred stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Investor shall have a right of first refusal offer to purchase its pro rata share Pro Rata Share, as defined below, of eighty percent (80%) of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’s pro rata share 's Pro Rata Share is equal to the ratio of (a) the number of shares of Common Stock of which Registrable Securities that such Investor is deemed to be a holder immediately prior to the issuance of such the Equity Securities to (b) the total number of shares of outstanding Common Stock (including Registrable Securities held by all shares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) Investors immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, preferred stock Class B Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, preferred stock Class B Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock Class B Common Stock, Preferred Stock or other security or (iv) any such warrant or right.