Participation in Future Private Equity Offerings. After the date of the Funding Threshold, the M.I.T. Holders shall have the right to purchase additional shares of the LICENSEE’s Common Stock in any private offering by the LICENSEE of its equity securities in exchange for cash, to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those granted to the other offerees. All rights granted to M.I.T. pursuant to this Section 4.1(e)(iii) shall terminate immediately prior to a firm commitment underwritten public offering of the LICENSEE’s common stock resulting in gross proceeds to the LICENSEE of at least $10 million.
Participation in Future Private Equity Offerings. CMCC shall have the right to purchase additional units of Licensee as set forth in Licensee’s Amended and Restated Operating Agreement, as amended from time to time.
Participation in Future Private Equity Offerings. After the EFFECTIVE DATE, XXXXXXXXX will have the right to purchase additional shares of the COMPANY’S Capital Stock in any private offering by the COMPANY of such Capital Stock in exchange for cash, to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those granted to the other offerees; provided, that the right set forth in this Section 4.1(h)(2) shall not apply with respect to the offer or issuance by COMPANY of (i) Exempted Securities (as such term is defined in the Certificate of Incorporation of COMPANY), (ii) shares of Capital Stock or Convertible Instruments issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction; (iii) shares of Capital Stock or Convertible Instruments issued pursuant to the acquisition of another corporation by the COMPANY by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement or (iv) shares of Capital Stock or Convertible Instruments issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
Participation in Future Private Equity Offerings. On the EFFECTIVE DATE, the COMPANY shall amend its Investors’ Rights Agreement to add M.I.T., XXXXXXX and XXXX (but not M.I.T. Holders) as a “Purchaser” for purposes of Section 2 thereof (Participation Rights) with respect to offerings of New Securities (as defined therein) after the date of the [***]. An amendment to the Investors’ Rights Agreement is attached hereto as Exhibit D (the “Investors’ Rights Agreement”). M.I.T., XXXXXXX and GIST shall agree to be bound by the terms and conditions of the Investors’ Rights Agreement insofar as they relate to Section 2 thereof. The Participation Rights granted to M.I.T., XXXXXXX and XXXX pursuant to the Investors’ Rights Agreement shall terminate in accordance with Section 2 of the Investors’ Rights Agreement.
Participation in Future Private Equity Offerings. After the date of the Funding Threshold, M.I.T. (specifically not including M.I.T. Holders), WXXXXXXXX, HARVARD and HOSPITAL shall have the right to purchase additional shares of COMPANY's capital stock in any private offering by the COMPANY of such capital stock in exchange for cash (“OFFERING”), to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those granted to the other offerees. All rights granted to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL pursuant to this Section 4.1(k)(iii) shall terminate immediately (i) prior to a firm commitment underwritten public offering of the COMPANY's common stock resulting in gross proceeds to the COMPANY of at least *. This right granted to M.I.T., WXXXXXXXX, HARVARD and HOSPITAL shall not apply to any equity issued to any lender, the issuance of any shares in connection with the conversion of any equity securities, the issuance of securities to a collaboration partner or joint venture, or the issuance of any securities under any equity incentive plan.
Participation in Future Private Equity Offerings. On the EFFECTIVE DATE, the COMPANY shall amend its Investors’ Rights Agreement to add [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Participation in Future Private Equity Offerings. M.I.T. (specifically not including M.I.T. Holders) shall have the right to purchase, pursuant to terms and conditions at least as favorable as those granted to other offerees, a sufficient number of shares of the COMPANY's equity securities in the first equity financing of the COMPANY after the date hereof such that immediately following such offering M.I.T. would own at least the same percentage, on a Fully Diluted Basis, of the COMPANY's issued and outstanding Common Stock that it owned immediately prior to such offering. M.I.T. shall be considered to have waived its participation right if it fails to respond within [**] business days following its receipt of a representative package of due diligence information and a term sheet for such an offering. In addition, whether or not M.I.T. elects to participate in such first equity offering, M.I.T. shall have the right to become a party the investors rights agreement, or the like, among the COMPANY and the purchasers of such equity securities to the extent it provides to M.I.T. preemptive rights to purchase a sufficient number of additional securities in future equity offerings to maintain its percentage ownership of the common stock of the COMPANY on a Fully Diluted Basis. Until such investors rights agreement is entered into in connection with an equity financing of the COMPANY, M.I.T. shall continue to maintain its rights in subsequent offerings to purchase a sufficient number of equity securities of the COMPANY such that immediately following such offering M.I.T. would own at least the same percentage, on a Fully Diluted Basis, of the COMPANY's issued and outstanding Common Stock that it owned immediately prior to such offering. All rights granted to M.I.T. pursuant to this Section 4.1(f)(iii) shall terminate immediately prior to a firm commitment underwritten public offering of the COMPANY's common stock resulting in gross proceeds to the COMPANY of at least $[**].
Participation in Future Private Equity Offerings. If the LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of the LICENSEE, then YALE and/or its Assignee (as defined below) will have the right to purchase up to 4% of the securities issued in each offering on the same terms and conditions as are offered to the other purchasers in each such financing. For purposes of this paragraph, the term “Assignee” means (a) any entity to which YALE’s participation rights under this section have been assigned either by YALE or another entity, or (b) any entity that is controlled by YALE.
Participation in Future Private Equity Offerings. During the period commencing on the EFFECTIVE DATE and continuing until the earlier of (i) [***] anniversary thereof or (ii) the filing of a confidential S-1 with the U.S. Securities and Exchange Commission, if LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of LICENSEE, then YALE and/or its ASSIGNEE (as defined below) will have the right to purchase up to [***] of the securities issued in each such offering on the same terms and conditions in all material respects as are offered to the other purchasers in each such financing. For clarity, the foregoing applies to the material terms of purchase and sale, and shall not entitle YALE or its ASSIGNEES to all rights and privileges afforded other purchasers in such financing if such rights and privileges are afforded to holders of a greater number of securities of LICENSEE. For purposes hereof, the term “ASSIGNEE” means (a) any AFFILIATE of YALE to which YALE’s participation rights under this Article 5.4 have been assigned either by YALE or another AFFILIATE of YALE, (b) any AFFILIATE of YALE, or (c) any other entity proposed by YALE and approved by LICENSEE (such approval not to be unreasonably withheld, conditioned or delayed). Except with respect to the specific percentage contemplated by this Article 5.4, YALE’s participation rights shall be on the same terms and conditions in all material respects as participation rights granted to other investors in LICENSEE. YALE’s right to purchase up to [***] of such securities under this Article 5.4 shall be reduced in part or wholly by, and shall not be in addition to, any participation or preemptive right of YALE and its ASSIGNEES to purchase equity securities of LICENSEE under any other agreement between or among LICENSEE and YALE or its ASSIGNEES.
Participation in Future Private Equity Offerings. After the date of the Funding Threshold, XXXXXXXXX and M.I.T. (specifically not including Xxxxxxxxx/M.I.T. Holders) will have the right to purchase additional shares of the COMPANY’S Common Stock in any private offering by the COMPANY of such capital stock in exchange for cash, to maintain its pro rata ownership as calculated immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those granted to the other offerees. All rights granted pursuant to this Section 4.1(h)(3) will terminate immediately prior to a firm commitment underwritten public offering of the COMPANY’S Common Stock resulting in gross proceeds to the COMPANY of at least [**] Dollars ($[**]). The right of participation set forth in this Section 4.1(h)(3) shall not be applicable to the following issuances: (a) provided that said issuances are treated as “Exempted Securities” as defined in Section 4.4.1(d)(i)-(vi) of Part B of Article Fourth of the Company’s Certificate of Incorporation, as amended from time to time (for purposes hereof the “Exempted Issuances”):
