Right to Participate in Future Offerings. (a) The Corporation hereby grants to the Purchaser the right of first refusal to purchase its pro rata share of all or any part of any New Securities (as defined herein) which the Corporation may, from time to time, propose to sell and issue; provided, however, that this right only arises in the event that such proposed offer and sale of New Securities by the Corporation involves one or more offerings that in the aggregate exceed $5.0 million. The Purchaser’s pro rata share, for purposes of this Section 5.12, means, with respect to the Purchaser relative to any specified group of stockholders at any time (i) the aggregate ownership of Common Stock of such Purchaser at such time, including for such purposes, then exercisable convertible securities, options and warrants to purchase shares of Common Stock owned thereby, divided by (ii) the aggregate ownership of Common Stock of all stockholders at such time, including for such purposes, all then exercisable convertible securities, options and warrants to purchase shares of Common Stock held by all stockholders.
Right to Participate in Future Offerings. Upon the same terms and conditions offered to all other purchasers of such securities, the Investor shall be entitled to the right to purchase or subscribe for up to 10% of the number of shares or aggregate amount (whichever is greater) of any New Securities (as hereinafter defined) which the Company may issue and sell; PROVIDED, HOWEVER, that the Converted Number held by the Investor equals at least 33% of the Converted Number as of the date of the Closing taking into account subsequent adjustments to the conversion price of the Series G Preferred Stock pursuant to the terms of SECTION 6 of the Series G Preferred Designation. "
Right to Participate in Future Offerings. For a period of two years from and after the Closing Date, the Buyer shall have a right to participate (the “Participation Right”) in future equity or debt securities offerings (but not secured commercial loan financings) (a “Securities Offering”) conducted by the Company on the same terms and conditions as other investors in such Securities Offering for so long as the Buyer holds a minimum of five percent (5%) of the Company’s Common Stock; provided however, such right of participation shall not include any transaction between the Company and Cornell Capital Partners, LP or any other offering pending as of the date of this Agreement. In the event that the Company conducts a Securities Offering during such two year period and the Buyer holds at least 5% of the Company’s Common Stock immediately prior to the commencement of such offering, the Company shall provide written notice to the Buyer of the terms of the Securities Offering. The Buyer shall have a period of 20 days during which to provide written notice to the Company of its decision to participate in the Securities Offering. Notwithstanding the foregoing, the Buyer’s Participation Right shall be limited by applicable Federal, State and/or local laws pertaining to foreign ownership of businesses of the type conducted by the Company.
Right to Participate in Future Offerings. Should at any time prior to December 31, 2015, Company offer to third party/ies additional securities of Company, Company shall make a written offer to Investor on the same terms and conditions as offered to such third party/ies (the “Offer Notice”), and Investor shall have the first right to participate in the issuance of such additional securities. From receipt of such Offer Notice, Investor shall have ten (10) days to accept or reject such offer in writing to Company (the “Offer Expiration Date”). Should Investor accept such offer, Investor shall close on such offer not more than ten (10) days after the Offer Expiration Date. Notwithstanding the foregoing, Company shall have the right to sell to third party/ies equity or debt securities of the Company without providing the Offer Notice to Investor if such offering is for less than Twenty-Five Thousand and 00/100 Dollars ($25,000.00) at any given time, and, if such offerings shall, in the aggregate, be less than One Hundred Thousand and 00/100 Dollars ($100,000.00).
Right to Participate in Future Offerings. The Company hereby grants the Purchaser the right to participate in all future offerings by the Company of its equity securities (including securities which by their terms are convertible or exchangeable for such equity securities (hereinafter called "Derivative Securities")), and the Purchaser shall have the right in connection with any such offering to purchase, for his own account and on such terms and conditions as are made available to other purchasers of such equity securities, such number of shares (assuming full conversion and exchange of all outstanding Derivative Securities) as is necessary to enable the Purchaser to own 6.17% (or the Appropriate Percentage if greater as defined below) of the outstanding equity of the Company on any date of determination, on a fully diluted basis. Appropriate Percentage is defined as the percentage ownership Purchaser has just prior to any such future offerings. By way of explanation, the 6.17% represents Purchasers $250,000 investment compared to the total invested amount after giving effect to the contemplated $4.0 Million next round investment. Should the next round contemplated investment bring in less than $4.0 Million, the Appropriate Percentage would be the greater number as calculated by Purchaser's investment ($250,000) divided by the total amount invested in the company after said next round. Purchaser's right to participate in each offering after the contemplated one mentioned would be to the extent enabling Purchaser to own the Appropriate Percentage of the Company (as may be recalculated each time there is a new financing). Should the initial contemplated investment bring more than $4.0 Million, Purchaser's percentage ownership would necessarily be less but Purchaser's lowest limit for purposes under this section 9 at any time is set at 6.17%. Purchaser's right hereunder would not cease in future offerings if Purchaser elected not to participate in any prior offerings. Notwithstanding the foregoing, Purchaser's continuing right under this Section 9 will immediately cease after the completion of an initial public offering.
Right to Participate in Future Offerings. After the Lender exercises its Purchase Rights in whole or in part, in the event that the Company commences an offering to sell Units, the Lender shall have the right, within 30 days of written notice from the Company, on the most favorable terms given to any other investor, including Fremar and Xxxxx Xxxx, to purchase 32.65% (or such other proportional percentage thereto that reflects Lender’s then current total unit ownership in the Company) of such Units offered.
Right to Participate in Future Offerings. If any Registrable Securities of a Holder are not included in any Offering, whether by choice of the Holder or as a result of exclusion pursuant to Section 3.04(e), such Holder shall nevertheless continue to have the right to include such Registrable Securities in any subsequent Offering, all upon the terms and conditions set forth herein.
Right to Participate in Future Offerings. In the event the Company contemplates an additional offering of securities in anticipation of the Business Combination, and if at the time of such additional offering of securities the Subscriber’s Number is equal to or greater than the Required Number the Company shall offer Subscriber, the right to participate in such offering pro rata in the same percentage of Public Units subscribed or purchased by Subscriber at the time of the IPO Closing.
Right to Participate in Future Offerings. Purchaser shall have a pro rata right, giving effect to Purchaser's equity ownership (including Warrant Shares that may be acquired) to participate in subsequent offerings of securities of the Company.
Right to Participate in Future Offerings. (i) So long as the Buyers collectively beneficially own at least twenty percent (20%) of the Conversion Shares and Warrant Shares underlying the Preferred Stock and Warrants issued pursuant to this Agreement (assuming the full conversion or exercise of such Securities, as applicable, irrespective of any ownership limitations contained therein), subject to the exceptions described below, the Company shall not, and shall cause each of its subsidiaries not to, (x) contract with any party for any debt financing with an equity component or equity financing, or (y) issue any equity securities of the Company or any subsidiary or securities convertible, exchangeable or exercisable into or for equity securities of the Company or any of the subsidiaries (including debt securities with an equity component) in a capital raising transaction (a “Future Offering”), unless it shall have first delivered to the Lead Investor, or its designee appointed by the Lead Investor, written notice (the “Future Offering Notice”) describing generally the proposed Future Offering and providing the Lead Investor an option (the “Buyer Purchase Option”) to purchase up to a number of securities to be issued in such Future Offering equal to the product (such product, the Lead Investor’s “Allocation Percentage”) of (A) a fraction, (1) the numerator of which is the sum of the number of shares of Common Stock held by the Lead Investor, the number of Conversion Shares issuable upon conversion of the Preferred Shares held by the Lead Investor, and the number of Warrant Shares issuable upon exercise of the Warrants held by the Lead Investor (in each case, without giving effect to any limitations on conversion of the Preferred Shares or on exercise of the Warrants), and (2) the denominator of which is the Fully-Diluted Shares, in each case as of the date immediately prior to the date on which the Future Offering is consummated, and (B) the total amount of securities to be issued in such Future Offering (the limitations referred to in this and the preceding sentence are collectively referred to as the “Capital Raising Limitations”). For purposes of this Agreement, “
