Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Each Shareholder shall have a right of first refusal to purchase a number of shares of all Equity Securities (as hereinafter defined) that the Company may, from time to time, propose to sell and issue after the Effective Date, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity Securities. Each Shareholder’s pro rata share is equal to the ratio of the number of Shares of Common Stock held immediately prior to the issuance of such Equity Securities by such Shareholder to the total number of Shares of Common Stock held immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusal. The term “Equity Securities” shall mean (a) any Common Stock or other equity security of the Company, (b) any security convertible, with or without consideration, into any Common Stock or other equity security of the Company (including any option to purchase such a convertible security), (c) any security carrying any warrant or right to subscribe to or purchase any Common Stock or other equity security of the Company, or (d) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder shall have a right of first refusal to purchase a number of shares of all Equity Securities (as hereinafter defined) that the Company may, from time to time, propose to sell and issue after the Effective Date, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s 's pro rata share of all such Equity Securities. Each Shareholder’s 's pro rata share is equal to the ratio of the number of Shares of Common Stock held immediately prior to the issuance of such Equity Securities by such Shareholder to the total number of Shares of Common Stock held immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusal. The term “Equity Securities” shall mean (a) any Common Stock or other equity security of the Company, (b) any security convertible, with or without consideration, into any Common Stock or other equity security of the Company (including any option to purchase such a convertible security), (c) any security carrying any warrant or right to subscribe to or purchase any Common Stock or other equity security of the Company, or (d) any such warrant or right.

Subsequent Offerings. Each Shareholder Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each ShareholderInvestor’s pro rata share is equal to the ratio of (a) the number of Shares shares of the Company’s Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company’s outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company Corporation may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (A) the number of Shares shares of the Corporation's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) that such Investor is deemed to be a holder of immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Corporation's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the CompanyCorporation, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its PRO RATA share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s pro rata Investor's PRO RATA share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares up to its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each ShareholderMajor Investor’s pro rata share is equal to the ratio of (a) the number of Shares shares of the Company’s Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company’s Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any the Common Stock, Preferred Stock or any other equity security of the Company (including any option to purchase such a convertible security)) of the Company, (ciii) any security carrying any warrant or right to subscribe to or purchase any the Common Stock, Preferred Stock or any other equity security of the Company or (iv) any option, warrant or right to purchase the Common Stock, Preferred Stock or any other security of the Company, or (d) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 Section 4.6 hereof up to such Shareholder’s pro rata share of all such Equity Securities. Each Shareholder’s Investor's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Investor shall have a right of first refusal to purchase a number of shares its Pro Rata Share, as defined below, of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (A) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants, or other convertible securities) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Investor shall have a preemptive right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (A) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) held by all Investors immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder of immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” "EQUITY SECURITIES" shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 5.6 hereof. Each Shareholder’s Major Investor's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Voting Common Stock held (including all shares of Voting Common Stock issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Voting Common Stock held (including all shares of Voting Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder The Holders shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 7.5 hereof. Each Shareholder’s Holder's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (based on the shares of Common Stock held issuable or issued upon conversion of the Series C Preferred Stock) which such Holder, is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock held (including Common Stock issuable upon conversion of all Preferred Stock outstanding on such date, but not including any other convertible securities) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Buyer shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 5(e) hereof. Each Shareholder’s Buyer's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which Buyer is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Warrant Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each ShareholderMajor Investor’s pro rata share is equal to the ratio of (a) the number of Shares Registrable Securities plus the number of shares of Series B Common Stock held issued or issuable upon the exercise of any outstanding warrants or options to purchase shares of Preferred Stock which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder Securities, to (b) the total number of Shares Registrable Securities plus the number of shares of Series B Common Stock held issued or issuable upon the exercise of any outstanding warrants or options to purchase shares of Preferred Stock immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” shall mean (ai) any Series B Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Series B Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Series B Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s Section 4.6 hereof. The pro rata share of all such Equity Securities. Each Shareholder’s pro rata share each Major Investor is equal to the ratio of (A) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder The Xxxxx Entities and Enron (each an "ELIGIBLE HOLDER") shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, may from time to time, time propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s such Eligible Holder's pro rata share is equal to the ratio of (A) the number of Demand Shares which such Holder holds (or could hold upon exercise of the Common Stock held Warrants) immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion or exercise of any outstanding warrants, options or other convertible securities) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock or other equity security Preferred Stock of the Company, (bii) any security convertible, with or without consideration, into any Common Stock or other equity security of the Company Preferred Stock (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or other equity security of the Company, Preferred Stock or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all additional Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.7. Each ShareholderMajor Investor’s pro rata share is equal to the ratio of (a) the number of Shares shares of the Company’s Common Stock (including all shares of Common Stock held issuable or issued upon conversion of the Shares) that such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company’s outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (A) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Major Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (A) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (B) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Companysecurity, or (div) any such warrant or right.

Subsequent Offerings. Each Shareholder Holder of Series D Preferred Stock shall have a right of first refusal to purchase a number of shares its PRO RATA share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 4.6 hereof. Each Shareholder’s pro rata Investor's PRO RATA share is equal to the ratio of (a) the number of Shares shares of the Company's Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) which such Investor is deemed to hold immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock or other equity security Preferred Stock of the Company, (bii) any security convertible, with or without consideration, into any Common Stock or other equity security of the Company Preferred Stock (including any option to purchase such a convertible security), or (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or other equity security of the Company, or (d) any such warrant or right.Preferred Stock

Subsequent Offerings. Each Shareholder Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 5.6 hereof. Each Shareholder’s Investor's pro rata share is equal to the ratio of (a) the number of Shares shares of the Company's Common stock (including all shares of Common Stock held issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company's outstanding Common Stock (including all shares of Common Stock held issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “"Equity Securities” " shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (c) any security carrying any warrant or right to subscribe to or purchase any Common Stock or other equity security of the Company, or (d) any such warrant or right.convertible

Subsequent Offerings. Each Shareholder Investor shall have a right of first refusal to purchase a number of shares its pro rata share of all Equity Securities (Securities, as hereinafter defined) defined below, that the Company may, from time to time, propose to sell and issue after the Effective Datedate of this Agreement, other than the Equity Securities excluded by Paragraph 5.3 hereof up to such Shareholder’s pro rata share of all such Equity SecuritiesSection 2.4 hereof. Each ShareholderInvestor’s pro rata share is equal to the ratio of (a) the number of Shares shares of the Company’s Common Stock (including all shares of Common Stock held issuable upon conversion of the Preferred Stock or exercise of any outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities by such Shareholder to (b) the total number of Shares shares of the Company’s outstanding Common Stock (including all shares of Common Stock held issuable upon conversion of the Preferred Stock or exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities by all Shareholders and all Transferees (other than the Company) to whom or which such Shares were Transferred in accordance with Paragraph 3.2 and all other shares of Common Stock with respect to which the holder is entitled to a similar right of first refusalSecurities. The term “Equity Securities” shall mean (ai) any Common Stock, Preferred Stock or other equity security of the Company, (bii) any security convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (ciii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company, or (div) any such warrant or right.