Subsequent Offerings Clause Samples

Subsequent Offerings. Subject to applicable securities laws, each Current 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 Current Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares) of which such Current 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 outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) 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 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 or other security of the Company or (iv) any such warrant or right.

Subsequent Offerings. (a) Each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities 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 4.1(d) hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of Registrable Securities (calculated on an as-converted, as exercised basis) which such Major Investor is deemed to hold immediately prior to the issuance of such Equity Securities and (b) the total number of shares of outstanding Common Stock (including all shares of Common Stock issuable or issued upon the conversion or exercise of any outstanding Preferred Stock, warrants or options) immediately prior to the issuance of the Equity Securities. (b) If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty (20) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such participating Major Investors the right to acquire such unsubscribed shares. Such participating Major Investors shall have five (5) days after receipt of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Participating Major Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which...

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will 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 5.6 hereof. Each Founding Investor’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 issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 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” will 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. 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 5.6 hereof. Each Investor's pro rata share is equal to the ratio of (i) the number of shares of the Company's Common Stock (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 (ii) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Shares) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the term "Equity Securities" shall mean (1) any Common Stock, Preferred Stock or other security of the Company, (2) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4) any such warrant or right.

Subsequent Offerings. The 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 8.7 hereof. The Investor's pro rata share is equal to the ratio of (a) the number of shares of Common Stock purchased pursuant to Sections 2.1 and 2.2 of the Prior Agreement, plus the number of Shares purchased pursuant to Section 1, plus the number of shares of Common Stock (and the number of shares of Common Stock issued or issuable upon the conversion of any Equity Securities) previously purchased pursuant to this Section 8, held by the Investor or any transferee pursuant to Section 11.5, 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 any Equity Securities or upon 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, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option, warrant or other right 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 Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined

Subsequent Offerings. Each Holder shall have a right of first refusal to purchase its pro rata share of all Equity Securities 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 Holder's pro rata share is equal to the ratio of the number of shares of Common Stock, assuming full conversion of all shares of Registrable Securities owned by such Holder, held by such Holder immediately prior to the issuance of such Equity Securities to the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issuable upon conversion of the Registrable Securities).

Subsequent Offerings. Each Major Investor shall have a right of first refusal to purchase up to its pro rata share of all New Securities (as defined below) that the Company may, from time to time, propose to sell and issue after the date of this Agreement. Each Major Investor’s pro rata share shall be equal to the ratio of (a) the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Shares and any other Derivative Securities then held by such Major Investor to (b) the Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Shares and other Derivative Securities) held by the Major Investors. The term “New Securities” shall, subject to Section 4.6 hereof, mean (i) any Common Stock, preferred stock or any 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 any 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 any other security or (iv) any such warrant or right.

Subsequent Offerings. Each Holder 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 for cash after the date of this Agreement, other than the Equity Securities excluded by Section 16.7 hereof; provided, however, that such Holder shall be, at the time of the offer of such Equity Securities, an “accredited investor” as such term is defined under Rule 501(a) promulgated under the Securities Act and shall have provided to the Company with evidence reasonably satisfactory to the Company that such Holder is an “accredited investor.” Each Holder’s pro rata share is equal to the ratio of (a) the number of Common Shares (including all Common Shares issued or issuable upon conversion of the Preferred Shares) which such Holder 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 Fully Diluted Common immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Shares, Preferred Shares or other equity security of the Company, (ii) any equity security convertible, with or without consideration, into any Common Shares, Preferred Shares or other equity 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 Shares, Preferred Shares or other equity security or (iv) any such warrant or right. For purposes of calculating a Holder’s pro rata share pursuant to this Section 16.1, the number of shares of the Company’s Common Shares which such Holder is deemed to hold may, at the election of such Holder, include shares held by any entity affiliated with such Holder, provided that, if such affiliated entity is also a Holder, such shares shall only be counted once in such pro rata calculation, such that the shares are included for only one such Holder. The term “Fully Diluted Common” shall mean the sum of (i) the number of Common Shares outstanding immediately prior to such issuance, plus (ii) the number of Common Shares into which any Preferred Shares outstanding immediately prior to such issuance may be converted at the applicable conversion price then in effect, plus (iii) the number of Common Shares and Preferred Shares for which any options to purchase, rights to subscribe, warrants or other derivative equity securities are outstanding...