Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Major Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock of the Company) 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 4.7 hereof. Each Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or 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 (b) the total number of shares of the 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) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSo long as an Investor (with its Affiliates) shall own not less than three hundred thousand (300,000) shares of Registrable Securities (as adjusted for stock splits and combinations and the like) (a "Significant Investor"), each Major such Significant Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock of the Company) 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 4.7 hereof. Each Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of 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) outstanding immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable forconvertible, 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), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only with its affiliates) which holds Registrable Securities with an initial aggregate purchase price of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock of the Companyfive hundred thousand dollars ($500.000.00) (a "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 4.7 4.6 hereof. Each Significant Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsPreferred Shares) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Shares or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock (as defined in the Charier) or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable forconvertible, 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), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 Investor, except Xxxxx Bros. Advisors LP so long as Roche Finance Ltd it continues to hold at least 1,000,000 shares have rights of capital stock of first refusal pursuant to the Company) Letter Agreement (as defined in Purchase Agreement), 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 4.7 5.7 hereof. Each Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Preferred Stock or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawslaws and existing preemptive rights, each Major Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only if the Board of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock Directors of the Company) Company determines that an increase in the Stockholders’ ownership percentage will not create an undue influence on the Company each Stockholder shall have a the 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 AgreementAgreement up to twenty-five percent (25%) (including the Shares) of the Company’s issued and outstanding Company Common Stock following the sale of the Equity Securities, other than the Equity Securities excluded by Section 4.7 6.5 hereof. Each InvestorStockholder’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor Stockholder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of held by the Shares or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity SecuritiesStockholders. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor holding not less than one million (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 1,000,000) shares of capital Registrable Securities (as adjusted for stock of the Companysplits and combinations) (a "ROFR 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 4.7 hereof. Each ROFR Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Major ROFR Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of 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) outstanding immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor who holds shares of Series Preferred (provided that Roche Finance Ltd each such Major Investor shall be considered referred to as a Major Investor “Participating Investor” for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock of the Company4) 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 4.7 4.6 hereof. Each Participating Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares and Common Stock issued or issuable upon the exercise conversion of outstanding warrants or optionsheld by such Participating Investor, as applicable) of which such Major Participating Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of 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) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable forconvertible, 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), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 together with its affiliates) holding not less than one hundred thousand (100,000) shares of capital Registrable Securities (as adjusted for stock of the Companysplits and combinations) (a "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 4.7 4.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of 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) outstanding immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable forconvertible, 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), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company security, or (iv) any such warrant or right.