Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is sixty (60) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. If the Company does not elect to exercise its right with respect to all or a portion of the Offered Stock, each of the non-selling Qualified Investors shall have subject to Section 5.5 below, the right to purchase from the Seller such Qualified Investor’s pro rata portion of all of the Offered Shares not purchased by the Company pursuant to Section 5.1 above (the “Remaining Shares”) on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Qualified Investor must deliver written notice to Seller within fifteen (15) calendar days after delivery of such Transfer Notice, at which time such Qualified Investor shall become a “Participating Investor” for purposes of this Section 5.2. A Participating Investor’s pro rata portion for purposes of this Section 5 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Qualified Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Qualified Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Qualified Investors exercising their Rights of First Refusal. To the extent that a Qualified Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Qualified Investors to the Participating Investors, who desire to purchase the Remaining Shares. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Securities which the Company and the other Qualified Investors elected not to purchase. The Participating Investors may exercise their right under this Section 5.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.
Investors Right of First Refusal. If IWICS does not exercise its right of first refusal in full with respect to Offered Shares, the Investors will have a right of first refusal to purchase all of the Offered Shares proposed to be transferred and not purchased by XXXXX in the manner as set out in the Agreement 3.
Investors Right of First Refusal. The Company hereby grants to each Investor the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. An Investor’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Investor immediately prior to the issuance of New Securities (assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants held by said Investor) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming, in the case of Investors, full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, held by all of the Investors).
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is sixty (60) days after the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction. For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.
Investors Right of First Refusal. (a) For any private capital raising transactions of Common Stock and Common Stock Equivalents by the Company which close after the date hereof and on or prior to the date that is eight (8) months after the date of this Agreement, the Company agrees to deliver to each Purchaser, at least three (3) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing such Purchaser an option (the “Right of First Refusal”) during the three (3) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction. If the Purchasers do not exercise the Right of First Refusal in full, the Company may consummate the remaining portion of the transaction with any new investor(s) on the terms contemplated by such transaction. If there is more than one Purchaser exercising its Right of First Refusal, the provisions of this Section 4.19 shall apply pro rata among them (based on their relative amount of Units purchased).
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the date that is one (1) year after the earlier of (a) the Put Closing Date on which the sum of the aggregate Put Share Price for all Put Shares equal the Maximum Offering Amount, (b) the date that the Company has delivered a Termination Notice to the Investor, or (c) the date of an Automatic Termination, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor and its affiliates an option (the "Right of First Refusal") during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. The Company hereby grants to the Holders of Registrable Securities (each such holder is referred to for purposes of this Section 2.2 as a "Stockholder") the right of first refusal to purchase a pro rata share of New Securities (as defined in this Section 2.2) that the Company may, from time to time, propose to sell and issue. A Stockholder's pro rata share, for purposes of this right of first refusal, is equal to such Stockholder's percentage interest in the then-outstanding Common Stock of the Company (assuming, for purposes of such percentage interest, complete conversion of all outstanding convertible securities and complete exercise of any and all outstanding options and warrants of the Company). This right of first refusal shall be subject to the following provisions:
Investors Right of First Refusal. For any private capital raising transactions of Equity Securities which close after the date hereof and on or prior to the Termination Date of this Agreement, not including any warrants issued in conjunction with this Investment Agreement, the Company agrees to deliver to Investor, at least ten (10) days prior to the closing of such transaction, written notice describing the proposed transaction, including the terms and conditions thereof, and providing the Investor an option during the ten (10) day period following delivery of such notice to purchase the securities being offered in such transaction on the same terms as contemplated by such transaction.
Investors Right of First Refusal. The Company hereby grants to the Investor the right of first refusal to purchase a Pro Rata Share of any New Securities (as defined in this Section) which the Company may, from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right of first refusal, is the ratio that the sum of the number of Ordinary Shares then held by the Investor and the number of Ordinary Shares issuable upon conversion of the Series A Shares then held by the Investor bears to the sum of the total number of Ordinary Shares then outstanding and the number of Ordinary Shares issuable upon conversion of the then outstanding Preference Stock, assuming the exercise of all outstanding options, warrants and other rights and the issuance of all shares reserved for issuance to employees under any equity plan.
