Participation Right Sample Clauses
A Participation Right clause grants certain parties, often existing investors, the opportunity to participate in future financing rounds of a company. This right typically allows these parties to purchase additional shares or securities to maintain their proportional ownership when new equity is issued. By providing this option, the clause helps protect investors from dilution of their ownership stake and ensures they can continue to influence the company’s direction as it grows.
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Participation Right. (a) If the Company issues any Securities other than pursuant to an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Company shall promptly, and, in any event no later than one Business Day following the public announcement of such Subsequent Offering (and if the Subsequent Offering is not announced, no later than ten days prior to the closing date for the issuance of the securities in the Subsequent Offering), provide a written Notice (the "Subsequent Offering Notice") to the Investor setting out: (i) the number of Securities issued or contemplated to be issued in connection with the Subsequent Offering (and the maximum number of additional Securities that may be issuable upon the exercise of any other participation rights or pre-emptive right provided to any third party) and the total number of Shares and Subject Securities issued and outstanding as of the close of business on the Business Day immediately preceding the Subsequent Offering Notice; (ii) the material terms and conditions of any Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering, including any term sheets or offer sheets, if any; (iii) the subscription price per Share or Subject Security issued or to be issued in connection with the Subsequent Offering; and (iv) the proposed closing date for the issuance of Securities to the Investor, assuming the Investor exercises its Participation Rights, which closing date shall be the later of (A) ten days following the date of the Subsequent Offering Notice, (B) the closing date set for the Subsequent Offering, (C) if Shareholder approval is required under Applicable Laws for the Company to complete the issuance of Securities to the Investor pursuant to its exercise of its Participation Rights, the Business Day following receipt of such Shareholder approval, or (D) such other date as the Company and the Investor may agree.
(b) Subject to the receipt by the Company of all required regulatory approvals and compliance with Applicable Laws, the Investor shall have the right (the "Participation Right"), upon providing notice ("Subscription Notice") to the Company within ten Business Days, or three Business Days in the case of a Bought Deal, following receipt of the Subsequent Offering Notice that it intends to exercise its Participation Right, in whole or in part, to subscribe for and to be issued, on the same terms and conditions of such Subsequent Offering:
(i) in the case of a Subsequent...
Participation Right. (i) From the date hereof until the earlier of (i) the closing of the first public offering by the Company for its own account of its Common Stock or Common Stock Equivalents (including a Qualified IPO) (a “Public Offering”) or (ii) twelve (12) months from the initial Closing, subject to Section 4(g)(ix) below, upon any issuance by the Company of Common Stock or Common Stock Equivalents for cash consideration (including a Qualified IPO) (a “Subsequent Placement”), the Buyers shall have the right to participate in the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing as further described in this Section 4(g).
(ii) At least three (3) Business Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (A) a statement that the Company proposes or intends to effect a Subsequent Placement, (B) a statement that the statement in clause (A) above does not constitute material, non-public information and (iii) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within one (1) Business Day after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than two (2) Business Days after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (1) identify and describe the Offered Securities, (2) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (3) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (4) offer to issue and sell to or exchange with the Buyers in accordance with the terms of the Offer an aggregate amount of the Offered Securities equal to the percentage obtained by dividing the total origina...
Participation Right. (a) From the date hereof until the date that is the first anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Shares Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 35% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by ...
Participation Right. (a) The Company shall not issue (an "Issuance") additional Equity Securities of the Company to any Person (other than (i) Equity Securities issued upon the exchange, exercise or conversion of other Equity Securities in accordance with the terms thereof, (ii) Equity Securities issued in connection with any stock split, stock dividend or recapitalization of the Company, as long as the same is fully proportionate for each class of affected security and entails equal treatment for all shares or units of such class, (iii) Equity Securities issued by the Company pursuant to the acquisition by the Company or its Subsidiaries of another Person or a material portion of the assets thereof, by merger, purchase of assets or otherwise, (iv) Equity Securities issued to employees, officers directors, or consultants of the Company or its Subsidiaries, (v) Equity Securities issued in connection with a Public Offering or (vi) Equity Securities issued to customers, venders, lenders, and other non-equity financing sources, lessors of equipment and other providers of goods or services to the Company or its Subsidiaries, each of which will not be subject to this Section 2.6), unless, prior to such Issuance, the Company notifies each Securityholder party hereto in writing of the Issuance and grants to each such Securityholder or, at such Securityholder's election, one of its Affiliates, the right (the "Right") to subscribe for and purchase such Securityholder's pro rata share (determined as provided below) of such additional Equity Securities so issued at the same price and upon the same terms and conditions as issued in the Issuance. Each Securityholder's pro rata share is equal to the ratio of (A) the number of shares of Common Stock owned by such Securityholder (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) to (B) the total number of shares of the Company's outstanding Common Stock (including for these purposes all shares of Common Stock issuable upon exercise, exchange or conversion of other Equity Securities) immediately prior to the issuance of the Equity Securities.
(b) The Right may be exercised by each Securityholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 10 business days after receipt of notice from the Company of the Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur a...
Participation Right. Until thirty (30) days after the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, to each Purchaser.
(a) At least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Purchaser a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether such Purchaser is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Purchaser that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Purchaser within three (3) Trading Days after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and (C) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer such Purchaser’s pro rata portion of thirty percent (30%) of the Offered Securities, provided that the number of Offered Securities which such Purchaser shall have the right to subscribe for under this Section 4.12 shall be (x) based on such Purchaser’s pro ra...
Participation Right. If the Company at any time or from time to time from the date hereof offers to sell or sells any shares of Common Stock or any shares of its preferred stock ("Shares"), or any option, warrant or other right to purchase any securities that are convertible or exercisable into or exchangeable for any Shares ("Share Equivalents"), then Investor shall have the right, exercisable upon written notice to the Company within fifteen (15) days after the Company notifies such parties of the proposed offering or sale (for purposes of this Section 3, the "Notice Date"), to purchase its pro rata portion of the number of Shares or Share Equivalents (as the case may be) so offered for sale (being the proportion which the number of Shares held by Investor on the Notice Date on a fully diluted basis bears to the total number of Shares and Shares Equivalents outstanding on a fully diluted basis as of the Notice Date). Notwithstanding the foregoing, the provisions of this Section 3 shall not apply to the issuance or sale of any Shares or Share Equivalents (1) in connection with a stock split or dividend or distribution payable to all shareholders in additional Shares or Share Equivalents without payment of any consideration by any holder for the additional Shares or Share Equivalents, (2) issuable or issued to employees, consultants or directors of the Company directly or pursuant to a stock option plan or restricted stock plan, or similar equity incentive arrangement, approved by the Board of Directors of the Company, but not exceeding in the aggregate fifteen percent (15%) of the outstanding capital stock of the Company on the date hereof, (3) issuable or issued upon conversion of any shares of the Company's preferred stock ("Preferred Stock"), (4) issuable or issued upon conversion of any warrants, rights or other securities convertible or exercisable into or exchangeable for shares of Common Stock or Preferred Stock; (5) issuable or issued in connection with the acquisition by the Company of all or substantially all of the outstanding capital stock or assets of a person or corporate entity; or (6) issuable or issued in connection with (i) a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; or (ii) a public offering in connection with which the Company's shares are listed or otherwise designated for trading on any "designated offshore securities market" as that term is defined in Regulation S pr...
Participation Right. Beginning on the Closing Date and ending on the date that the Note has been repaid in full, Company hereby grants to Investor a participation right, whereby Investor shall have the right to participate at Investor’s discretion in up to thirty percent (30%) of the amount sold in any Restricted Issuance (the “Participation Right”). Within two (2) Trading Days following the consummation of a Restricted Issuance, Company will provide Investor with written notice of the consummation of such Restricted Issuance, along with copies of the transaction documents. Investor will then have up to five (5) calendar days to elect to purchase up to thirty percent (30%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities. The parties agree that in the event Company breaches its obligations with respect to the Participation Right, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty percent (20%) of the amount Investor would have been entitled to invest under the Participation Right. For the avoidance of doubt, Company’s breach of its obligations with respect to the Participation Right will not be considered a Trigger Event (as defined in the Note) under the Note.
Participation Right. (a) Except as otherwise set forth in Section 3.9(b) hereof, the Company shall not issue (an "Issuance") to Vestar or any of its Affiliates:
(i) additional shares of Common Stock or Common Stock Equivalents or capital stock of the Company other than Common Stock and Common Stock Equivalents ("Other Capital Stock"); or
(ii) any warrants, rights, calls, options or other securities exchangeable for or exercisable or convertible into Other Capital Stock or any other security other than Common Stock, Common Stock Equivalents or Other Capital Stock entitled to participate in the Company's profits (collectively, "Other Capital Stock Equivalents"); unless, prior to such Issuance, the Company notifies each Management Investor in writing of the proposed Issuance and grants to such notified party or, at the election of such notified party, one of its Affiliates the right (the "Right") to subscribe for and purchase such additional shares of Common Stock or Other Capital Stock or such additional shares or units of
Participation Right. Each Eligible Investor shall have the right, exercisable upon written notice to such Seller within fifteen (15) business days after receipt of the Notice, to participate in such Seller’s sale of stock pursuant to the specified terms and conditions of such Purchase Offer. To the extent an Eligible Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of stock which such Seller may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of each Eligible Investor shall be subject to the following terms and conditions:
Participation Right. 18 3.10 Partial Transfers Following a Qualified Public Offering..........