Common use of Issuance of New Securities Clause in Contracts

Issuance of New Securities. Subject to Section 3.5, in the event the Investors timely deliver a Purchase Notice, then the issuance or Transfer of New Securities set forth in the Purchase Notice delivered by the Investors shall take place no later than 60 days after the date of the Offer Notice and, except as otherwise agreed in writing between the Company and the Investors, concurrent with the issuance of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased by the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article III.

Issuance of New Securities. Subject (a) If the Company proposes to offer New Securities to any Person after the date hereof, the Company shall, before such offer, deliver to each Equityholder an offer (the “Offer”) to issue to the Equityholders such New Securities upon the terms set forth in this Section 3.5, in 6.4. The Offer shall state that the event Company proposes to issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of thirty (30) days (the Investors timely deliver “First Offer Period”) from the date of its delivery. Each Equityholder may accept the Offer by delivering to the Company a notice (the “Purchase Notice, then ”) within the issuance or Transfer First Offer Period. The Purchase Notice shall state the number (the “First Offer Number”) of New Securities set forth in such Equityholder desires to purchase. If the sum of all First Offer Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Equityholders that delivered a Purchase Notice delivered by in accordance with their respective pro rata ownership on a Fully-Diluted Basis (based on the Investors shall take place no later than 60 days after aggregate number of shares of Common Stock and Share Equivalents (that are then exercisable) outstanding at the date time of the Offer Notice andand held by all Equityholders). If the number of New Securities exceeds the sum of all First Offer Numbers, except as otherwise agreed in writing between the Company shall notify each Equityholder delivering a Purchase Notice within the First Offer Period, and each such Equityholder may, within five (5) days of receiving such notice, delivery to the InvestorsCompany an updated notice stating the additional number (the “Second Offer Number”) of New Securities such Equityholder desires to purchase. If the sum of all First Offer Numbers and Second Offer Numbers exceeds the number of New Securities, concurrent the New Securities shall be allocated among the Equityholders that delivered a Purchase Notice in accordance with their respective pro rata ownership on a Fully-Diluted Basis (based on the aggregate number of shares of Common Stock and Share Equivalents (that are then exercisable) outstanding at the time of the Offer and held by all Equityholders). If, in connection with the Company’s offering of New Securities, the participants in such new offering are purchasing debt or equity securities (other than the New Securities), then, if the Company requests, the Equityholders must, in order to exercise the preemptive rights under this Section 6.4, also purchase such other securities in the same proportionate strips as they are being purchased in such offering (on the same price and otherwise on the same terms). The issuance of New Securities to other Person(s), if any, participating in such issuance or Transfer of New Securities, and the number of New Securities issued to Persons other than the Investors Equityholders who delivered a Purchase Notice shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected to be purchased made on a business day, as designated by the Investors in the related Purchase Notice. In the event that the Investors do Company, not timely deliver a Purchase Notice, then the Company or its Subsidiary, as applicable, shall have the right, but shall not be obligated, to issue or Transfer no later less than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article III.ten

Issuance of New Securities. Subject to Section 3.53.8.2 and to the availability of authorized, but unissued Units, the Board may from time to time authorize and cause the Company to issue additional Equity Securities (collectively, “New Securities”), and with such terms and conditions and in exchange for such cash or other lawful consideration as it may determine; provided, however, no Member shall have any obligation to contribute additional capital to the event the Investors timely deliver a Purchase Notice, then the issuance Company or Transfer of to purchase any New Securities offered by the Company. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. Any such New Securities shall be subject to the pre-emptive rights set forth in Article VII of this Agreement. Notwithstanding any terms or provisions to the Purchase Notice delivered contrary, the following shall not be “New Securities” and shall not be subject to, and may be issued without regard to, the terms of this Section 3.8.1: Equity Securities issued on the date of this Agreement; Equity Securities issued as payment or consideration for goods or services provided to the Company or any of its Subsidiaries in connection with borrowings, credit arrangements, equipment leasing or financings, or similar transactions with third party lenders; Equity Securities issued in connection with an initial public offering of the Company or a reorganization of the Company in connection with an initial public offering; Equity Securities approved by the Investors Board for issuance to any Manager as consideration for serving on the Board; Units issued to XXXX pursuant to Section 7.3 of this Agreement, which shall take place no later than 60 days be issued as provided in Section 7.3; Profits Interest Units issued pursuant to Section 3.9 of this Agreement, which shall be issued as provided in Section 3.9 or the Company’s equity incentive plan adopted and approved by the Board; and Equity Securities that are issued, sold or transferred with respect to which each Member with preemptive rights under Section 7.1 has waived such preemptive rights in writing. No Company Unit shall be issued after the date hereof (other than pursuant to Section 3.9 or Section 7.3) unless either (i) all of the Offer Notice andfollowing conditions are met, except or (ii) all of the Members consent to such issuance in writing: This Agreement shall be amended or amended and restated to reflect the new economic and non-economic rights and privileges of any Units issued that are not the same class of Unit as otherwise agreed in writing those Units issued and outstanding on the date hereof (“Common Units”) or Profits Interest Units; Upon the issuance of any New Securities, the Adjusted Fair Market Value of the Company property shall be adjusted pursuant to Section 2.02(a) of the Appendix A; and Immediately prior to the issuance of the Unit, the Company shall issue to XXXX, as royalties under the license between the Company and XXXX, any additional Units required to be issued pursuant to Section 7.3. The example contained in Appendix D hereto illustrates the Investors, concurrent with operation of this Section 3.8.2. Upon the issuance of any New Securities in accordance with this Agreement, the Persons to other Person(s), if any, participating in whom such issuance or Transfer of New Securities, and the number of New Securities have been issued to Persons other than the Investors shall be no greater than the number of New Securities described in the Offer Notice minus the number of New Securities elected automatically admitted to be purchased by the Investors in the related Purchase Notice. In the event that the Investors do not timely deliver a Purchase Notice, then the Company or its Subsidiaryas Members with respect to such additional Units, subject to the terms of this Agreement, as applicable, shall have the right, but shall not be obligated, amended from time to issue or Transfer no later than 60 days after the date of the Offer Notice up to the number of New Securities described in the Offer Notice. In any event, New Securities issued hereunder to the Investors shall be on the terms set forth in the related Offer Notice, and New Securities issued to any other Person(s) shall be at a price and on other terms and conditions not more favorable to such Person(s) than those offered to the Investors in the related Offer Notice. No New Securities may be issued or Transferred by the Company or its Subsidiaries following the 60th day after the date of the Offer Notice without delivering to the Investors an additional Offer Notice in compliance with this Article IIItime.