Pro Rata Right. The Company hereby grants to each Investor, for so long as the Investors as a class are holders of shares of Preferred Stock convertible into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, or own, as a class, at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, the right of first refusal to purchase, pro rata, all New Securities (as defined in Section 8.2 below) which the Company may, from time to time, propose to sell and/or issue. An Investor's pro rata share is a ratio (A) the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by such Investor, and (B) the denominator of which is the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Securities assuming the conversion or exercise of all then outstanding convertible securities (including the shares of Preferred Stock), options, warrants or similar rights to acquire Common Stock and assuming the issuance of all then unissued permitted employee shares (consistent with Article Fourth of the Restated Certificate of Incorporation of the Company, as in effect on the date hereof) (the "Pro Rata Share"). For purposes of this Section 8.1, the number of shares of Preferred Stock held by such Investor shall be determined as of the date of the Company's written notice pursuant to Section 8.3 below. Each Investor shall have a right of over-allotment such that if any other Investor or any holder of Common Stock having rights of first refusal with respect to New Securities (together with the Investors, the "Holders") fails to exercise its rights hereunder to purchase its Pro Rata Share of New Securities, the other Holders may purchase each non-purchasing Holder's portion on a pro rata basis within fifteen (15) days from the date such non-purchasing Holder fails to exercise its right. This right of first refusal shall be subject to all of the provisions of this Section 8.
Pro Rata Right. 31 8.2. Definition of "New Securities"............................................................ 31 8.3.
Pro Rata Right. The Company hereby grants to each Investor, subject to the terms and conditions specified in this Section 3, the right of first refusal to purchase up to its pro rata share of all New Securities (as defined in Section 3.2 hereof) that the Company may, from time to time, propose to sell and issue. An Investor's pro rata share, for purposes of this right of first refusal, is the ratio (a) the numerator of which is the number of shares of Common Stock issued or issuable to such Investor upon exercise of the Warrants held by such Investor, and/or the number of shares of Common Stock issued or issuable to such Investor upon the conversion of shares of Preferred Stock held by such Investor on the date of the Company's written notice
Pro Rata Right. Subject to the terms and conditions specified in this Section 11, the Company hereby grants to SAP AG a pro rata right to participate with respect to future sales by the Company of Additional Shares (the "Pro Rata Right"). Beginning on the Closing and until the earlier of (i) the third anniversary of the Closing and (ii) the end of the Standstill Period, each time the Company proposes to offer any Additional Shares, the Company shall offer to SAP AG the opportunity to purchase a number of shares equal to SAP AG's pro rata portion of such Additional Shares in accordance with the following provisions:
Pro Rata Right. Assignee hereby grants to Assignor the right of first refusal to purchase a pro rata share of all New Securities (as defined in paragraph 7(b) below) which Assignee may, from time to time, propose to sell and issue. Assignor's pro rata share, for purposes of this right of first refusal, is a ratio, (A) the numerator of which is the number of shares of common stock held by Assignor or issuable upon exercise of the Warrant then held by Assignor on the date of the Company's written notice pursuant to paragraph 7(c) below; and (B) the denominator of which is the total number of shares of common stock then outstanding (assuming full conversion and exercise of all securities convertible or exercisable into shares of common stock).
Pro Rata Right. For such period as the Note remains outstanding, the Investor shall have the right to participate pro rata in a subsequent Company equity financing transaction for up to a portion of such transaction that represents the Investor’s percentage ownership of the Company’s issued and outstanding equity as of immediately prior to the execution of definitive documents with third parties for such financing transaction. Any such participation shall be terms and conditions at least equivalent with such terms as are agreed with any other third party participant in such financing transaction, and the Investor shall be permitted to apply the principal of the Note to the purchase price of any such investment.
Pro Rata Right. In the event that the Company seeks to sell New Securities in a private or similar non-public offering, each Stockholder who is at such time a Qualified Stockholder, shall be entitled to purchase pursuant to Section 5.2, at the proposed offering price and upon the proposed offering terms, up to its Pro Rata Share of the New Securities to be sold in such offering.
Pro Rata Right. In the event any Stockholder (a “Purchasing Holder”) proposes, at any time, to purchase or acquire any debt security of the Company that is trading at a discount to par value or is convertible to equity of the Company from one or more third parties, including pursuant to market purchases, then such Purchasing Holder shall deliver a notice (the “Purchase Notice”) to the Company and each Stockholder who is a such time a Qualified Stockholder, which Purchase Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the amount of debt securities to be acquired, the nature of the acquisition, and the consideration to be paid. Each of the Qualified Stockholders shall have the right, upon written notice to the Purchasing Holder (the “Debt Tag-Along Notice”) within ten (10) days after receipt of such Purchase Notice, to purchase up to its Pro Rata Share of all debt described in the Purchase Notice on the same terms and conditions set forth in the Purchase Notice.
Pro Rata Right. 13 3.2 New Securities................................................... 14 3.3
Pro Rata Right. The Company hereby grants to each Preferred Investor (as defined in paragraph 2.2(a) below) the right of first refusal to purchase, pro rata, all New Securities (as defined in paragraph 2.2(b) below) which the Company may, from time to time, propose to sell and issue. Each of the Series A Purchasers and the Series B Purchasers hereby waives the right of first refusal set forth in the Prior Agreement to the extent that such Series A Purchaser or Series B Purchaser is not purchasing Series C Preferred Stock pursuant to the Series C Agreement. A Preferred Investor's pro rata share, for purposes of this right of first refusal, is the ratio (A) the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by such Preferred Investor on the date of the Company's written notice pursuant to paragraph 2.3 below; and (B) the denominator of which is the number of shares of Common Stock outstanding on such date, plus the total aggregate number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by all Preferred Investors on such date. This right of first refusal shall be subject to the following additional provisions of this Section 2.
