Admission of New Investors Sample Clauses

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.
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Admission of New Investors. No Borrower shall admit any Person that is an assignee of an Ownership Interest in such Borrower as a substitute Investor, or any other Person as a new Investor, in each case if such Person is a Sanctioned Person or if doing so would violate any Sanctions. Any new Investor shall be excluded from the Borrowing Base and any existing transferee Investor shall not have the increased portion of its Capital Commitment included in the Borrowing Base: (x) in the case of any Replacement Action with respect to a proposed PWM Investor, except in compliance with Section 9.05(d)(ii), (y) in the case of any Replacement Action with respect to a proposed Institutional Investor, except in compliance with Section 9.05(d)(i), and (z) in the case of all other proposed Investors, until Administrative Agent has received the documentation described in Section 6.01(l) and, if applicable, all related transfer documents.
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Admission of New Investors. (i) Other than with respect to a Replacement Action (so long as the representation set forth in Section 7.26 is true and correct (after giving effect to such Replacement Action)) no Fund shall admit any additional Institutional Investor without the prior written consent of Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed. (ii) So long as at the time of admission the representations and warranties in Section 7.26 are true and correct, any Fund may admit any additional PWM Investor without the prior written consent of Administrative Agent, and, upon the delivery to the Escrow Agent of the Subscription Agreement of such PWM Investor containing on a confidential basis contact information for such PWM Investor and the certification by the Escrow Agent to Administrative Agent, in a manner reasonably acceptable thereto, that it has custody of such documentation, the Capital Commitments of such PWM Investor shall be included in the applicable Borrower’s Borrowing Base; provided that any PWM Investor that has entered into a Side Letter with such Fund (other than any PWM Investor being admitted in connection with a Replacement Action) shall require the prior written consent of Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed, prior to being admitted to such Fund.
Sample 1
Admission of New Investors. 8.1 The Company shall have the right to admit new investors after the Completion of the Capital Increase. Subject to Sections 6.1 and 6.2, the Investors agree to cooperate with the Company to take all necessary and reasonable actions for such purpose, including without limitation voting in favor of the relevant resolutions (if necessary) in the relevant decision-making process of the Company, executing necessary documents and giving cooperation in completing the necessary registration procedures. ​ 8.2 If the Company admits any new investor after the Completion of the Capital Increase, the agreement entered into between the Company and such new investor shall not alter any right enjoyed by the Investors hereunder, including without limitation the Preemptive Right under Section 6.1, the anti-dilution protection under Section 6.2, the Right of First Refusal under Section 6.4, the Right of Co-sale under Section 6.5, the right of exchange under Section 6.6, the equal treatment under Section 6.7 and the right of redemption under Section 6.9, subject to any amendment or supplement made pursuant to Section 6.7.
Sample 1
Admission of New Investors. No Borrower shall permit any Fund or Fund GP to admit any Person that is an assignee of an interest in such Fund as a substitute Investor or any other Person as a new Investor unless such Person is not a Sanctioned Person and not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations or any comparable list and admission is in accordance with the terms of the applicable Constituent Documents, Subscription Agreement and any Side Letter. Except as set forth in Section 8.2, any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (x) in the case of any new Investor until the Borrowers have delivered a copy of such Investor’s Subscription Agreement or assignment agreement and solely with respect to Borrowing Base Investors any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A-1 to the Administrative Agent, and (y) in the case of any Investor that is an existing Borrowing Base Investor increasing its Investor Capital Commitment, until the Borrowers have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent. The Administrative Agent shall use its commercially reasonable efforts to approve or disapprove any Side Letter with respect to a proposed Borrowing Base Investor within ten (10) Business Days after receipt from a Borrower.
Sample 1

Related to Admission of New Investors

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Sale of New Securities For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New Securities.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Warrants Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

  • Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination: (a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy); (b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and (c) you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Issuance of New Certificate to Pledgee In the event certificates have been issued, a pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder, and entitled to vote thereon.

  • Making of New Term Loans On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to Borrower in an amount equal to its new Commitment.

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

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