Additional Investment. The Investor commits to invest in additional Class A Shares or American depositary shares representing Class A Shares if and when the Company conducts an IPO, of an amount of no more than the Purchase Price. The Company and the lead underwriters shall have the right to accept or not accept such investment and, if so accepted, to determine whether to accept the investment as part of the IPO or as a private placement. Neither the Company nor any underwriter for the Company’s IPO is under any obligation or commitment to issue any shares to the Investor in the IPO. Any such issuance will be decided by the Company and the lead underwriters for the IPO and must be in compliance with all applicable laws, regulations and rules.
Additional Investment. The Company agrees that the Purchaser shall have the right (at its sole option), on or prior to the date which is 270 days following the Closing Date, to issue an additional note to the Company in an aggregate principal amount of up to $2,000,000 on the same terms and conditions (including, without limitation, the same interest rate, the Fixed Conversion Price (as defined in the Note) then in effect, proportionate warrant coverage (at the same exercise prices), a proportionate amortization schedule, etc.) set forth in, and pursuant to substantially similar documentation as, this Agreement and the Related Agreements.
Additional Investment. The minimum principal amount equal to the purchase price of each additional Note is $10,000.
Additional Investment. Prior to the termination of the Initial Public Offering, the Advisor agrees to purchase an additional amount of Shares at the then-current public offering price per Share, net of any Selling Commissions or Dealer Manager Fees, equal to the lesser of (a) 1% of the amount of Gross Proceeds raised from sales to persons who are not Affiliates of the Advisor in the Initial Public Offering or (b) $1,000,000.
Additional Investment. The Purchaser may (at its sole option) purchase additional notes from the Company in an aggregate principal amount of up to $40,000,000 pursuant to substantially similar documentation as this Agreement and the Related Agreements but in no event shall the Purchaser purchase any additional notes from Company at a time when an Event of Default (as defined in the Note) has occurred and is continuing.
Additional Investment. Beginning of the date hereof and ending on the one (1) year anniversary from the later of (i) the date the Initial Registration Statement is declared effective or (ii) the date the Company has obtained Stockholder Approval, each Buyer shall have the right, but not the obligation, at any time from time to time, in its sole and absolute discretion to purchase from the Company additional Convertible Notes (the “Additional Notes”) in an amount equal to such Buyer’s pro rata portion of up to of an aggregate principal amount of $50,000,000 on the same terms and conditions as applicable to the purchase and sale of the Convertible Notes (each an “Additional Purchase” and collectively “Additional Purchases”). Each Buyer may exercise such right by the delivery of written notice to the Company, which notice shall include a statement that such Buyer is exercising its right to cause the Additional Purchases, the principal amount of Convertible Notes to be purchased by such Buyer, and the date on which such purchase and sale shall occur (“Additional Purchase Closing”), which Additional Purchase Closing shall occur within one (1) Trading Day following receipt of such notice by the Company, or such other date mutually agreed upon by such Buyer and the Company. The terms and conditions of any Additional Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Convertible Notes. Further, upon each Additional Purchase, each Buyer shall receive its proportional amount of warrants identical to the terms and conditions set forth in this Agreement (the “Additional Warrants”) provided that the Expiration Date (as defined in the Warrants) of the Additional Warrants shall be the fifth (5th) anniversary from the issuance date of such Additional Warrants. If a Buyer or Buyers elect to execute an Additional Purchase pursuant to this Section 4(k), the Company agrees and covenants that the restrictions applicable to Additional Registration Statements provided in Section 4(i) and Additional Issuances provided in Section 4(j) shall apply but only if the aggregate purchase price for such Additional Purchase is $5,000,000 or more. Further, the restrictions on Additional Issuances provided in Section 4(j) shall apply during the 90 days following the date on which the Additional Notes and Additional Warrants are delivered.
Additional Investment. (a) Angiotech shall make an additional $5,000,000.00 investment in Athersys pursuant to the terms described in Section 2.3(b) within ten (10) business days after Athersys fulfills the first of the following conditions to occur (provided that if Athersys fulfills any such condition prior to January 1, 2007, then such condition shall be deemed to have been fulfilled on January 1, 2007):
(i) Athersys has commenced at least one additional pre-clinical animal study between the Effective Date and January 1, 2007 (in accordance with the applicable Pre-Clinical Development Plan) and either (A) such study has been completed prior to January 1, 2007 in accordance with the applicable pre-clinical animal study protocol; or (B) such study is ongoing as of January 1, 2007 and is being conducted in accordance with the applicable pre-clinical animal study protocol, or
(ii) at any time after January 1, 2007 Athersys completes at least one additional pre-clinical study (in accordance with the applicable Pre-Clinical Development Plan) in accordance with the applicable pre-clinical animal study protocol.
(b) With respect to the investment described in (a) above:
(i) if the Note has not been converted into capital stock of Athersys prior to the date of such investment, then Angiotech and Athersys shall enter into a note purchase agreement, in substantially the form of the Purchase Agreement, pursuant to which Angiotech shall loan $5,000,000.00 in cash to Athersys pursuant to a convertible promissory note having the same terms and conditions as the Note; and
(ii) if the Note has been converted into capital stock of Athersys prior to the date of such investment, then Angiotech and Athersys shall enter into a securities purchase agreement, in substantially the form of the Purchase Agreement (except for necessary adaptations for a securities purchase instead of a note purchase), pursuant to which Angiotech shall purchase with cash the number of whole shares of capital stock of Athersys that can be purchased with $5,000,000.00 in cash, at one hundred ten percent (110%) of the per share price at which stock is sold in the Bona Fide Financial Investment (as defined in the Note), on the terms and conditions set forth therein. The class and series of capital stock shall be the same as that sold in the Bona Fide Financial Investment.
Additional Investment. The business is looking for additional investment to assist in funding the start up of The Example Sandwich Company. We are currently looking for an investment of £10,000. We are currently also approaching the Bank and additional funding bodies in search of suitable grants.
Additional Investment. From the date hereof until 12 months after the Closing Date, each Purchaser may, in its sole determination and severally and not jointly with the other Purchasers, elect to purchase, in the ratio of such Purchaser's Subscription Amount on the Closing Date to the aggregate Subscription Amounts of all Purchasers on the Closing Date, additional shares of Common Stock and Warrants for an aggregate purchase price of up to $750,000. Any additional investment will be on terms and prices identical those set forth in the Transaction Documents, MUTATIS MUTANDIS. In order to effectuate a purchase and sale of the additional shares of Common Stock and Warrants, the Company and the Purchasers shall enter into the following agreements: (x) a securities purchase agreement identical to this Agreement, MUTATIS MUTANDIS and shall include updated disclosure schedules and (y) a registration rights agreement identical to the Registration Rights Agreement, MUTATIS MUTANDIS and shall include updated disclosure schedules. Any such additional Investment shall close within 10 Trading Days of notice to the Company by a Purchaser that such Purchaser elects to exercise its rights hereunder. The parties hereby agree and acknowledge that the rights granted hereunder to a Purchaser are independent and separate of the rights granted to any other Purchaser and a Purchasers election to exercise its right to an additional investment hereunder does not obligate any other Purchaser to also elect at such time nor does it waive any Purchaser's right to elect to exercise at a later date.
Additional Investment. 1.3.1. Following the Initial Closing, the Investor shall have the option, in its sole discretion, to purchase from the Company, Units at a purchase price of $1,000 per Unit, each Unit consisting of additional Preferred Shares and Warrants, for an aggregate purchase price of up to $15,000,000. The Investor may from time to time, in its sole discretion, assign this right, in whole or in part, to one or more additional investors to be designated by the Investor. Any such designated investor shall execute and deliver a counterpart signature page to this Agreement and each of the other Transaction Documents applicable to a purchaser of Units of Preferred Shares and Warrants under this Agreement and thereby, without any further action by the Company or any Investor, become a party to and be deemed to be an Investor under this Agreement, the Investor Rights Agreement and each of the other Transaction Documents applicable to a purchaser of Units of Preferred Shares and Warrants under this Agreement, and all schedules and exhibits hereto and thereto shall automatically be updated to reflect such Investor as a party hereto and thereto.
1.3.2. The Investors may exercise the option to make an additional investment by duly executing and delivering to the Company a notice of additional investment in the form attached hereto as Exhibit G (the “Notice of Additional Investment”) setting forth: (i) the names of the Investors; (ii) a declaration by the Investors desiring to exercise the option to purchase additional Units of Preferred Shares and Warrants as contemplated in this Section 1.3; (iii) the number of Units of Preferred Shares and Warrants that each Investor desires to purchase at the Subsequent Closing; and (iv) the Subsequent Closing Date. This option to purchase additional Units of Preferred Shares and Warrants shall expire on the one (1) year anniversary of the date that the Company receives shareholder approval for the issuance of the Conversion Shares and the Warrant Shares as contemplated in Section 4.13, and thereafter shall be of no force and effect.
