Terms of the Investment Sample Clauses

Terms of the Investment. The Transaction Symphony Technology Group and/or its designated affiliate (“STG”) and Xxxxxxx Associates, L.P., Manchester Securities Corp (“Manchester”), a wholly-owned subsidiary of Xxxxxxx Associates, L.P. and/or their designated affiliates (collectively, “Xxxxxxx”) would jointly finance the acquisition of XXX.Xxxxxxxx Corporation (“MSC”). STG’s investment would be in the form of Convertible Participating Preferred Equity (the “Preferred Stock”), Senior Convertible Subordinated Notes (the “Convertible Notes”) and vested xxxxx warrants (the “Vested Warrants” or the “Warrants”), issued in a newly formed acquisition vehicle (the “Company”). Xxxxxxx’x investment would be in a combination of the same series of Preferred Stock issued to STG and in Senior Subordinated Notes (the “Notes”). STG’s investment will be made in the form of cash in the amount of $100,000,000. Xxxxxxx’x investment will be made in the form of (i) the contribution of 6,060,058 shares of MSC common stock valued at the MSC acquisition price of $7.63 and (ii) cash in the amount of $49,761,757.46. In exchange for such contribution, (a) STG will receive $48.0 million in initial principal amount of Convertible Notes and $52.0 million in initial liquidation preference of Preferred Stock, and (b) Xxxxxxx will receive $48.0 million in initial principal amount of Notes and $48.0 million in initial liquidation preference of Preferred Stock. At closing, Xxxxxxx’x initial investment would constitute approximately 25.0% of the fully diluted equity of the Company, STG’s initial investment would constitute approximately 65.0% of the fully diluted equity of the Company, and the management option pool referred to below would constitute 10% of the fully-diluted equity of the Company (in each case determined after giving effect to the Warrants). The Preferred Stock, Convertible Notes and Notes will be issued pursuant to a contribution and purchase agreement in customary form. Closing Concurrent with the closing of the acquisition of MSC by the Company.
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Terms of the Investment. The Investor hereby irrevocably subscribes for, and the Corporation hereby accepts such subscription and agrees to issue, on a private placement basis: (a) the First Tranche Shares for the aggregate purchase price of US$3,000,000, being US$0.2828 per First Tranche Share (the “First Tranche Price”); and (b) (i) either the Second Tranche Shares or the CVR and (ii) the Notes for an aggregate purchase price of US$11,000,000 (which for greater certainty would represent a purchase price of US$0.0473 per Second Tranche Share in the event that Second Tranche Shares are purchased as part of the completion of the Second Tranche, US$4,000,000 for the CVR and US$7,000,000 for the Notes) (in aggregate, the “Second Tranche Price”), payable by the Investor to the Corporation upon and subject to the terms and conditions set forth in this Agreement.
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Terms of the Investment. 3.1 The investor provides an investment of [amount] in exchange for the following privileges:
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Terms of the Investment 
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Related to Terms of the Investment

  • Duties of the Investment Adviser A. The Investment Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement.

  • Conditions to Obligations of the Investors The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:

  • Duties of the Investment Manager The Fund hereby employs the Investment Manager to act as the investment adviser to and investment manager of the MetLife Mid Cap Stock Index Portfolio (the "Portfolio") and to manage the investment and reinvestment of the assets of the Portfolio and to administer its affairs, subject to the supervision of the Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Investment Manager hereby accepts such employment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Investment Manager shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund other than in furtherance of its duties and responsibilities as set forth in this Agreement.

  • Conditions to the Obligations of the Initial Purchasers The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

  • Conditions Precedent to the Obligations of the Investors The obligation of each Investor to acquire Securities at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

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