Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each 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 4.6 hereof. Each Major 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 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 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) immediately prior to the issuance of the Equity Securities.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor shall have a preemptive right of first refusal to purchase up to eighty percent (80%) of its pro rata share of all Equity Securities, as defined below, Securities 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 4.6 5.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s '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 's outstanding Common Stock on a fully-diluted basis (including all shares of Common Stock issued or issuable upon the conversion of the Shares options, warrants or convertible securities or issued or then issuable upon the exercise of any outstanding warrants options or optionswarrants) immediately prior to the issuance of the Equity Securities.

Subsequent Offerings. Subject to applicable securities laws, each 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 4.6 4.7 hereof. Each Major 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 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 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) immediately prior to the issuance of the Equity Securities.. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, Securities 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 4.6 5.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares Preferred Stock or upon the exercise of any outstanding warrants or optionsoptions for Common Stock or Preferred Stock) 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 '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 optionsoptions for Common Stock or Preferred Stock) immediately prior to the issuance of the Equity Securities.

Subsequent Offerings. Subject to applicable securities laws, each 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 4.6 hereof. Each Major 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 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 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) immediately prior to the issuance of the Equity Securities.. The term “Equity