Change in Investment Sample Clauses

Change in Investment. If, prior to, or in connection with, the Company’s initial business combination, the Seller or members of management of the Company who directly or indirectly hold Founder Shares and/or private placement warrants agree to forfeit, transfer, exchange, defer, escrow, make contingent, subject to earnout or vesting, lockup or amend the terms of all or any portion of the Founder Shares, private placement warrants and/or the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) issuable upon conversion of the Founder Shares or exercise of the private placement warrants (collectively, the “Insider Securities”) or any rights or agreements relating thereto (including any lockup agreement, insider letter or registration rights agreement entered into with respect to such securities) or to enter into any other arrangements (including agreements relating to lockup, forfeiture, earnout, escrow and vesting provisions) with respect to the any of the Insider Securities to facilitate the consummation of an initial business combination, including voting in favor of any amendment to the terms of the any such Insider Securities (each, a “Change in Investment”), the Purchaser (and any transferees or successors) shall be bound by such terms and shall enter into any such agreement or arrangement involving a Change in Investment (including any amendment to this Agreement), vote in favor of any proposal involving a Change in Investment and otherwise facilitate or take any action to effect or permit any Change in Investment with respect to the Shares, warrants and/or shares of Class A Common Stock issuable upon exercise of the warrants on the same terms and conditions and on a pro rata basis as the Seller and members of management of the Company (and/or their affiliates) which hold such shares of such affected Insider Securities.
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Change in Investment. The Purchaser agrees that if, prior to a Business Combination, the managing members (the “Managing Members”) of Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Class B Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Class B Shares and/or the Private Placement Warrants to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Class B Shares and/or the Private Placement Warrants (each, a “Change in Investment”), then (A) such Change of Investment shall apply pro rata to Purchaser and the Sponsor based on the relative number of Class B Shares and/or Private Placement Warrants held by each, and (B) the aggregate percentages of Class B Shares and Private Placement Warrants forfeited, transferred, exchanged or amended by the Sponsor shall be pari passu, such that the Sponsor shall not forfeit, transfer, exchange or amend a greater percentage of Private Placement Warrants than the percentage of Class B Shares which are forfeited, transferred, exchanged or amended in connection with a Change of Investment.. By way of example and without limiting the foregoing, in the event 25% of the Sponsor’s Class B Shares and Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 25% of its Class B Shares and Private Placement Warrants on substantially the same terms and conditions as the Sponsor.
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Change in Investment. The Individual may direct the Trustee at any time and from time to time: (i) to exchange the MFS Fund Shares held in the Roth IRA Account for other MFS Fund Shares in accordance with xxx xxxn current prospectuses relating to such shares, and (ii) to liquidate any investments then held in the Roth IRA Account and invest the net proceeds in any form of ixxxxxxxxt permitted under this Article 5.
Sample 1
Change in Investment. The Responsible Person or designee may direct the Trustee at any time and from time to time: (i) to exchange the MFS Fund Shares held in the Education Account for other MFS Fund Shares in accordance with the then current prospectuses relating to such shares; and (ii) to liquidate any investments then held in the Education Account and invest the net proceeds in any form of investment permitted under this Article IV. By giving such investment direction, the Responsible Person or designee shall be deemed to have acknowledged receipt of the then current prospectus relating to such MFS Fund Shares.
Sample 1
Change in Investment. Provider acknowledges that, if in connection with and prior to a Business Combination, the Company deems it necessary for the Company to forfeit, transfer, exchange, or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares to compensate individuals or entities that assist the SPAC in identifying a target company for a Business Combination, at the sole discretion of the Company, or to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), the Company may: (a) enter into any such agreement or arrangement involving a Change in Investment (including an amendment to the Operating Agreement); (b) vote in favor of any proposal involving a Change in Investment; and/or (c) otherwise facilitate or take any action to effect or permit any Change in Investment without the consent of any other member of the Company.
Sample 1
Change in Investment. The Shares directly or indirectly owned by the Investors shall not be subject to forfeitures, surrenders, claw-backs, transfers, disposals, exchanges or share price vesting triggers commonly known as “earn-outs” for any reason, including as part of negotiating a business combination.
Sample 1
Change in Investment. If, prior to, or in connection with, the Company’s initial business combination, members of management of the Company who directly or indirectly hold shares of Class B Common Stock and/or private placement warrants agree to forfeit, transfer, exchange, defer, make contingent or amend the terms of all or any portion of the Class B Common Stock, private placement warrants and/or Class A Common Stock issuable upon conversion of the Class B Common Stock or exercise of the private placement warrants (collectively, the “Insider Securities”) or any agreements relating thereto (including any lockup agreement, insider letter or registration rights agreement entered into with respect to such securities) or to enter into any other arrangements (including agreements relating to lockup, forfeiture and vesting provisions) with respect to the any of the Insider Securities to facilitate the consummation of an initial business combination, including voting in favor of any amendment to the terms of the any such Insider Securities (each, a “Change in Investment”), the Subscriber shall enter into any such agreement or arrangement involving a Change in Investment (including any amendment to this Agreement), vote in favor of any proposal involving a Change in Investment or otherwise facilitate or take any action to effect or permit any Change in Investment with respect to the Shares, Warrants and/or shares of Class A Common Stock issuable upon exercise of the Warrants on the same terms and conditions and on a pro rata basis as the members of management of the Company (and/or their affiliates) which hold shares of Class B Common Stock and private placement warrants.
Sample 1
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Change in Investment. POLICY fundamentally change its investment policy or the investment restrictions in each case as described in the Placing Memoranda of Old Mutual SAGA Fund and OMEGA fund dated 1 June 1997;
Sample 1

Related to Change in Investment

  • Change of Control/Change in Management (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor; (iii) The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity Interests of the Borrower; or (iv) The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

  • Change in Name The Purchaser shall intimate the Seller of any change in its name (on account reasons other than a change in its Control), immediately upon occurrence of name change. The Parties shall thereafter take necessary steps to record such change in the name of the Purchaser in the books and records of the Seller and shall also execute an amendment agreement to the Agreement to record such name change.

  • Change in Management Permit a change in the senior management of Borrower.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • RECAPITALIZATION OR CAPITAL ADJUSTMENT 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Charter with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval; (d) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form, and an opinion of counsel for the Customer that the order or consent of no other governmental or regulatory authority is required; and (e) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares in the new form, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

  • Change in Capitalization (a) The number and kind of Restricted Shares shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. All adjustments made by the Committee under this Section shall be final, binding, and conclusive. (b) In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in the capital structure of the Company, tender offer for shares of Common Stock or a Change in Control, an appropriate adjustment may be made with respect to the Restricted Shares such that other securities, cash or other property may be substituted for the Common Stock held by Share Custodian or recorded in book entry form pursuant to this Award. (c) The existence of the Plan and the Restricted Stock Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

  • Change in Fiscal Year Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to that of Borrower.

  • Change in Status ‌ In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect.

  • Liquidity Event If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. (i) holders of shares of any series of Preferred Stock issued before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other Safes (collectively, the “ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by the Board in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.

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