Tail Financing; ROFR Sample Clauses
A tail-financing right of first refusal (ROFR) clause gives a party, typically an investor, the right to participate in or match financing offers made to the company after their initial investment period has ended. In practice, this means that if the company seeks additional funding from new investors after the original investor's rights would normally expire, the original investor still has the opportunity to invest on the same terms as the new offer. This clause ensures that early investors can maintain their ownership percentage and influence, and it protects them from being diluted by subsequent financing rounds that occur after their initial rights have lapsed.
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Tail Financing; ROFR. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this offering, if such Tail Financing is consummated at any time within the 12-month period following the Closing Date. If the Offering is completed, for a period of 12 months from the date of such Offering, the Company grants ▇▇▇▇▇▇ the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of the Company. Notwithstanding the foregoing, in the event of a public or private sale of securities during the foregoing 12-month period, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. During the 12-month period described above, if the Company makes any equity, equity-linked or debt (excluding commercial bank debt) offerings, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be permitted to participate at a 50% level as a placement agent or underwriter for such offering.