Right of Participation and First Refusal Sample Clauses
The Right of Participation and First Refusal clause grants certain parties, typically existing investors or shareholders, the opportunity to participate in future offerings of securities before they are offered to outside parties. In practice, this means that when the company plans to issue new shares or securities, those holding this right are notified and given the chance to purchase a proportional share, or to match any third-party offer, before the securities are sold to others. This clause primarily serves to protect existing stakeholders from dilution of their ownership and ensures they maintain their relative influence in the company.
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
(ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”).
(iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer.
(iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the term...
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, and other than any Excluded Issuance (as defined below), from the date of this Agreement until the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d). “Excluded Issuance” shall mean an issuance or sale of any Common Stock or any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, shares of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnerin...