Additional Offerings; Generally Clause Samples
The "Additional Offerings; Generally" clause defines the terms under which a party may provide products or services beyond those originally specified in the agreement. Typically, this clause outlines the process for proposing, approving, and integrating such additional offerings, which may include new features, upgrades, or ancillary services. Its core function is to establish a clear framework for expanding the scope of the relationship, ensuring both parties understand how new offerings can be introduced and governed under the contract.
Additional Offerings; Generally. If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities, but shall not include the issuance of any securities (i) to the public in a firm commitment underwriting pursuant to a registration statement in compliance with the Securities Act (a “Registration Statement”), (ii) pursuant to the acquisition of another Person by the Company or any Subsidiary thereof (as consideration for the acquisition and not for the purpose of financing an acquisition), whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, (iii) pursuant to the 2004 Stock Option Plan or another employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board of Directors of the Company (the “Board”), or (iv) in the form of warrants issued to lessors of property and/or equipment or to financial institutions or related entities in connection with commercial credit or financing or other similar arrangements which are approved by the Board), then, as to each Institutional Investor who owns at least twenty percent (20%) of the aggregate number of shares of Common Stock owned by such Institutional Investor on the Closing Date, measured as of the date of the proposed issuance (each such Institutional Investor who is referred to above is hereinafter referred to, for purposes of this Section 1, as a “Participating Stockholder” and collectively, such Persons are referred to in this Section 1 as the “Participating Stockholders”), the Company shall:
Additional Offerings; Generally. If at any time after the date hereof, Holdings proposes to issue equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities, but shall not include the issuance of any securities (i) to the public in a firm commitment underwriting pursuant to a Registration Statement, (ii) pursuant to the acquisition of another Person by Holdings or any subsidiary thereof (as consideration for the acquisition and not for the purpose of financing an acquisition), whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, (iii) pursuant to the Plan or another employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by a majority of the members of the Board, (iv) pursuant to the terms of the Deferred Compensation Plans or (v) in the form of warrants issued to lessors of property and/or equipment or to financial institutions or related entities in connection with commercial credit or financing or other similar arrangements which are approved by a majority of the members of the Board), then, as to (x) each Institutional Investor (other than Warburg Pincus) who owns at least fifty percent (50%) of the aggregate number of shares of Common Stock owned by such Institutional Investor on the Closing Date or, in the case of Warburg Pincus, at least fifity percent (50%) of the aggregate number of shares of Common Stock owned by Warburg Pincus on the date that is ninety (90) calendar days after the Closing Date, and (y) each Management Stockholder who owns more than one percent (1%) of the shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding Options then held by such Management Stockholder), in each case, measured as of the date of the proposed issuance (each such Person who is referred to in clauses (x) and (y) immediately above is hereinafter referred to, for purposes of this Section 3, as a “Participating Stockholder” and collectively, such Persons are referred to in this Section 3 as the “Participating Stockholders”), Holdings shall: