Future Offerings. Subject to the exceptions described below, the Company will not, without the prior written consent of a majority-in-interest of the Buyers, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares of Common Stock or (C) the issuance of warrants during the period (the “Lock-up Period”) beginning on the Closing Date and ending on the later of (i) two hundred seventy (270) days from the Closing Date and (ii) one hundred eighty (180) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder). In addition, subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending two (2) years after the end of the Lock-up Period unless it shall have first delivered to each Buyer, at least twenty (20) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the fifteen (15) day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate principal amount of Notes purchased by it hereunder bears to the aggregate principal amount of Notes purchased hereunder) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Capital Raising Limitations”). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter...
Future Offerings. If within nine (9) months of the Closing (each, an “Event”), the Company completes any public or private financing of equity, equity-linked, convertible or debt or other capital-raising activity of the Company for which the Representative is not acting as underwriter or placement agent (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors that were contacted by the Representative, introduced to the Company by the Representative or participated in the Offering (excluding any investors that either held securities of the Company prior to the Closing or that were introduced by the Company to the Representative), then the Company shall pay to the Representative a commission as described in Section 2.1(b) herein, in each case only with respect to the portion of such financing received from such investors.
Future Offerings. In any private offering of ImmuMetrix’s equity securities in exchange for cash (or in satisfaction of debt issued for cash), Stanford may purchase for cash that number of the securities issued in such offering as is necessary for Stanford to maintain its pro rata ownership interest in ImmuMetrix on a Fully-Diluted Basis. This right is in addition to Stanford’s rights under Section 7.12. If both Section 7.12 and this Section 7.13 apply to an offering, the provision granting Stanford the greater purchase rights will govern.
Future Offerings. In any private offering of Licensee’s equity securities in exchange for cash (or in satisfaction of debt issued for cash), CSMC may purchase for cash that number of the securities issued in such offering as is necessary for CSMC to maintain its pro rata ownership interest in the Licensee on a Fully-Diluted Basis. This right is in addition to CSMC’s rights under Section 4.2(a). In any offering subject to this Section 4.2(b), (i) CSMC’s purchase right shall be on the same terms as the other investors in the financing in question, except that CSMC shall not have any board representation or board meeting attendance rights, (ii) Licensee will give CSMC notice of the terms of the offering, including the names of the investors and the amounts to be invested by each, and CSMC may elect to exercise its right of purchase, in whole or in part, by notice given to Licensee within thirty (30) days after receipt of Licensee’s notice, and (iii) if CSMC elects not to purchase, or fails to give an election notice within such period, CSMC’s purchase right will not apply to the offering if (and only if and to the extent) it is consummated within ninety (90) days on the same or less favorable (to the investor) terms as stated in Licensee’s notice to CSMC. CSMC’s rights under this Section 4.2(b) will not apply to the issuance of stock to employees and other service providers pursuant to a plan approved by Licensee’s board of directors, to shares issued in connection with an acquisition, joint venture or other strategic transaction, or to shares issued as additional consideration in lending or leasing transactions. The rights granted in this Section 4.2(b) will terminate (in addition to any earlier termination pursuant to their terms) immediately before Licensee’s initial public offering or a merger, sale or consolidation with a company that is subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended.
Future Offerings. Subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending on the one (1) year anniversary of the Closing Date unless it shall have first delivered to each Buyer, at least ten (10) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the ten (10) day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate principal amount of Notes purchased by it hereunder bears to the aggregate principal amount of Notes purchased hereunder) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Capital Raising Limitations”). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter shall have an option during the ten (10) day period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 0000 Xxx) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company’s ...
Future Offerings. In any private offering of Licensee’s equity securities in exchange for cash (or in satisfaction of debt issued for cash), Stanford may purchase for cash that number of the securities issued in such offering as is necessary for Stanford to maintain its pro rata ownership interest in the Licensee on a Fully-Diluted Basis. This right is in addition to Stanford’s rights under Section 7.4. If both Section 7.4 and this Section 7.5 apply to an offering, the provision granting Stanford the greater purchase rights will govern.
Future Offerings. Publisher will provide prompt written notice to Overture of any and all (i) top level domain names owned or operated by Publisher during the Term other than Publisher's Web Sites; and (ii) software applications acquired, developed or licensed by Publisher after the Effective Date for distribution to end-users by or on behalf of Publisher. At Overture's request, Publisher agrees to amend the Agreement to include any additional properties described in subsections (i) or (ii) of this Section 2.2 within the definitions of "Publisher's Offerings."
Future Offerings. In any private offering of Telomolecular's equity securities in exchange for cash (or in satisfaction of debt issued for cash). Stanford may purchase for cash that number of the securities issued in such offering as is necessary for Stanford to maintain its pro rata ownership interest in the Telomolecular on a Fully-Diluted Basis. This right is in addition to Stanford's rights under Section 7.4. If both Section 7.4 and this Section 7.5 apply to an offering, the provision granting Stanford the greater purchase rights will govern.
Future Offerings. The Company agrees that it will not grant to any person any registration rights that are senior or pari passu or conflict in any way with the rights granted in Section 7. The Company agrees that it will not file a registration statement with the SEC (other than the Registration Statement or a registration statement on Form S-4, S-8 or any similar or successor registration form) relating xx xxx xffering by the Company of its Common Stock (or other securities convertible into or exercisable or exchangeable for shares of its Common Stock) prior to the date the Registration Statement is declared effective by the SEC. If the Company proposes to effect any private offering of its Common Stock (or other securities convertible into or exercisable or exchangeable for shares of its Common Stock) prior to the first anniversary of the date of this Agreement, including any offering pursuant to the preceding sentence, the Company will be required to notify the Investor in writing of such offering at least five business days prior to the consummation thereof and the Investor will be permitted to participate in such offering on the same terms and conditions applicable to the other investors participating in the offering. If the number of shares subscribed for by the Investor and the other investors participating in such offering exceeds the number of shares the Company proposes to sell in the offering, the shares will be prorated among the Investor and such other investors on the basis of the number of shares subscribed for by each party. If the Investor does not execute a written purchase agreement with respect to its participation in any such offering within five business days after the Investor is notified of the offering by the Company, the Company may proceed with the offering and the Investor will not have any further right to participate therein. The provisions of this Section 8 will not apply to any offering or sale of Common Stock or Warrants to ChevronTexaco Corp. or its affiliates in satisfaction of the Company's existing contractual obligations relating to such parties to the extent such obligations arise out of the sale of the Shares and the Warrants to the Investor pursuant to this Agreement.
Future Offerings. Publisher will use best efforts to notify Yahoo! of any additional websites or software applications owned by Publisher for use or distribution to end-users that include (or that Publisher anticipates will include) search functionality or paid listings. The parties may amend the SO to include such additional offerings.
