Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Each Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Investor's pro rata share is equal to the ratio of (i) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (ii) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Shares) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the term "Equity Securities" shall mean (1) any Common Stock, Preferred Stock or other security of the Company, (2) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4) any such warrant or right.

Subsequent Offerings. Each The Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 8.7 hereof. Each The Investor's pro rata share is equal to the ratio of (ia) the number of shares of Common Stock purchased pursuant to Sections 2.1 and 2.2 of the Company's Prior Agreement, plus the number of Shares purchased pursuant to Section 1, plus the number of shares of Common Stock (including all Conversion Shares and Warrant Sharesthe number of shares of Common Stock issued or issuable upon the conversion of any Equity Securities) which such previously purchased pursuant to this Section 8, held by the Investor is deemed or any transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 11.5, to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon the conversion of any Equity Securities or upon exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (4iv) any such warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, each Major Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof; provided, however, that each Major Investor may elect to receive some or all of its pro rata share of the Equity Securities in shares of a non-voting series thereof. Each Major Investor's ’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's ’s Common Stock (including all Conversion shares of Common Stock issuable or issued upon conversion of the Shares and Warrant Sharesor upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's ’s outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options that are in the money) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "“Equity Securities" ” shall mean (1i) any Common Stock, Preferred Stock preferred stock of the Company or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock preferred stock of the Company or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock preferred stock of the Company or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor The Purchaser shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 10.6 hereof. Each InvestorThe Purchaser's pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant Shares) which such Investor is deemed purchased pursuant to be a holder immediately prior this Agreement, then held by the Purchaser or any transferee pursuant to the issuance of such Equity Securities Section 9.2(a)(iii), to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon the conversion of any Equity Securities or upon exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity SecuritiesEQUITY SECURITIES" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (4iv) any such option, warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, each Investor holding at least 1,900,000 shares (as adjusted for any stock dividends, splits, combinations, recapitalizations and the like) of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock (each, a “Major Holder”) shall have a right of first -------------------- refusal to purchase all or any portion of its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Investor's Major Holder’s pro rata share is equal to the ratio of (ix) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of Common Stock issuable or issued upon conversion of the Shares) which held by such Investor is deemed to be a holder Major Holder immediately prior to the issuance of such Equity Securities to (iiy) the total number of shares of the Company's outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "“Equity Securities" ” shall mean (1a) any Common Stock, Preferred Stock or other security of the Company, (2b) any security carrying any warrant convertibleor right convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3c) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4d) any such warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, each Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Investor's ’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon conversion of convertible debt or equity securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "“Equity Securities" ” shall mean (1i) any Common Stock, Preferred Stock preferred stock or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock preferred stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock preferred stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor and Each Founder (each of such Investors and Founders, for purposes of this Section 4, an "Owner") shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each InvestorOwner's pro rata share share, for purposes of this right of first refusal, is equal to the ratio of (iA) the number of shares of the Company's Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor exercise of outstanding warrants or options) of which such Investor Owner is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) the total number of shares of the Company's outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor Executive shall have a right of first -------------------- refusal to purchase its his pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, may from time to time, time propose to sell and issue after the date of this AgreementCommencement Date, other than the Equity Securities excluded by Section 5.6 5(g)(vi) hereof. Each InvestorExecutive's pro rata share is equal to the ratio of (iA) the number of shares of the Company's Common Stock which Executive could hold assuming an immediate right to exercise the Stock Option for all shares purchasable thereunder (including all Conversion Shares and Warrant Shareswhether vested or unvested) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) the total number of shares of the Company's outstanding Common Stock common stock (including all Conversion Shares and Warrant Sharesshares of common stock 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. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock common stock or other security preferred stock of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock common stock or other security preferred stock (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock common stock or other security preferred stock or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Investor's pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of 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 to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant shares of Common Stock issued or issuable upon conversion of the Shares) held by all of the Investors immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each So long as an Investor (with its affiliate) shall own not less than two hundred fifty thousand (250,000) share of Registrable Securities (as adjusted for stock splits and contributions) (a "Significant Investor"), each Significant Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Significant Investor's pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of Common Stock issued or issuable upon conversion of the Shares) which such Significant Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor Following the effective date of the Company's first underwritten public offering of its Common Stock, registered under the Securities Act of 1933, as amended (the "Securities Act"), and so long as Xxxx (with its affiliates) shall own not less than fifty percent (50%) of the Shares, Xxxx shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreementissue, other than the Equity Securities excluded by Section 5.6 2.6 hereof. Each Investor's Xxxx' pro rata share is equal to the ratio of (iA) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of Common Stock issued or issuable upon conversion of the Shares) which such Investor Xxxx is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon the conversion of shares of Preferred Stock or upon exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor Stockholder shall have a right of first -------------------- refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each InvestorStockholder's pro rata PRO RATA share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Cayenta Shares and Warrant Shares) which such Investor Stockholder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each So long as Holder (with its affiliates) shall own not less than an aggregate of one hundred fifty thousand (150,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), such Major Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Investor's pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of Common Stock issuable or issued upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity SecuritiesEQUITY SECURITIES" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, each Major Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Major Investor's ’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's ’s Common Stock (including all Conversion issuable or issued upon conversion of the Shares and Warrant Shares) which such Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's outstanding ’s Common Stock (including all Conversion issued and held, or issuable upon conversion and/or exercise of the Shares and Warrant Shares) any other Derivative Securities held immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "“Equity Securities" ” shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor Holder shall have a preemptive right of first -------------------- refusal to purchase its pro rata share of all Equity New Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Investor's Holder’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant shares of Common Stock issuable or issued upon conversion of the Shares) of which such Investor Holder is deemed to be a holder immediately prior to before the issuance of such Equity New Securities to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant shares of Common Stock issued or issuable upon conversion of the Shares) immediately prior to before the issuance of the Equity New Securities. As used in this The term “New Securities” shall, subject to Section 54.6 hereof, the term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Series A Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Series A Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Major Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Major Investor's ’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant Shares) which such Major Investor is deemed to be a holder Holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's ’s outstanding Common Stock (including for both numerator and denominator all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock or upon exercise or conversion of any outstanding warrants, options, notes or other rights to acquire securities of the Company) immediately prior to the issuance of the Equity Securities. As used in this Subject to Section 54.6, the term "“Equity Securities" ” shall mean (1i) any Common Stock, Stock or Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Stock or Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, each Investor that holds the Company’s Registrable Securities that qualifies an “accredited investor” under Regulation D of the Securities Act (a “Qualified Investor”) shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Qualified Investor's ’s pro rata share is equal to the ratio of (ia) the number of shares of the Company's ’s Common Stock (including all Conversion shares of Common Stock issuable or issued upon conversion of the Shares and Warrant Sharesor upon the exercise of outstanding warrants or options) of which such Qualified Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company's ’s outstanding Common Stock (including all Conversion shares of Common Stock issued or issuable upon conversion of the Shares and Warrant Sharesor upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "“Equity Securities" ” shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertibleconvertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor The Purchaser shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 10.7 hereof. Each InvestorThe Purchaser's pro rata share is equal to the ratio of (ia) the number of shares of the Company's Common Stock (including all Conversion Shares and Warrant Shares) which such Investor is deemed purchased pursuant to be a holder immediately prior this Agreement, then held by the Purchaser or any transferee pursuant to the issuance of such Equity Securities Section 0, to (iib) the total number of shares of the Company's outstanding Common Stock (including all Conversion Shares and Warrant Sharesshares of Common Stock issued or issuable upon the conversion of any Equity Securities or upon exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. As used in this Section 5, the The term "Equity Securities" shall mean (1i) any Common Stock, Preferred Stock or other security of the Company, (2ii) any security carrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (4iv) any such option, warrant or right.