Co-Investment Opportunity Sample Clauses

Co-Investment Opportunity. In the event that Participant receives, pursuant to any Brand Income Contract, the right or opportunity to invest in any other Person, including the right to purchase any stock or other equity interests (including membership interests and partnership interests) (each, a “Brand Investment Opportunity”), then the following shall apply:
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Co-Investment Opportunity. During the Term of this Agreement, and subject to compliance with applicable law and, for so long as any class of the Company’s securities is listed on The Nasdaq Stock Market, Inc., the Nasdaq Marketplace Rules, Employee shall be entitled to participate in any offerings by the Company of its equity securities in capital-raising transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), on substantially the same terms as other purchasers of such equity securities. The Company’s offering and issuance of equity securities, (i) pursuant to the ITC DeltaCom, Inc. Stock Incentive Plan or any other director or employee benefit plan, (ii) upon the conversion, exercise or exchange of outstanding warrants, preferred stock, convertible indebtedness or other similar rights or (iii) as consideration for the acquisition of any businesses or assets shall not be considered capital-raising transactions for purposes of this Section 5(c).
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Co-Investment Opportunity. Except with respect to projects, including joint ventures, of the Company or any Subsidiary existing on the date of this Agreement as set forth in Section 6.12 of the Disclosure Schedule, as long as the Investor owns at least the Specified Investor Amount of Preferred Stock, the Investor will have a right of first offer to participate in new joint venture community development projects proposed to be entered into by the Company, until the Investor has invested at least $60,000,000 in cash in such projects; PROVIDED, HOWEVER, that the provisions of this Section 6.12 shall not apply to any project in which the Company's participation and commitment shall be in the form of (a) its expertise and business efforts or (b) the contribution or real property (or equity interests in real property), as opposed to capital contributions. Subject to the foregoing, if the Company proposes to enter into any new community development project (including any new joint venture, partnership or similar arrangement with any third party), the Company will inform the Investor thereof and will offer the Investor the opportunity to invest in such proposed project for one week before offering such opportunity to any third party. To the extent reasonably available to the Company, the Company shall give the Investor such information regarding the proposal as the Investor may reasonably request to enable it to make an investment decision. If the Investor fails to advise the Company within 10 Business Days after receipt of any such offer in writing of its intention to proceed with due diligence and negotiation with respect to such proposed investment, the Investor shall be deemed to have rejected such offer. If the Investor discloses to the Company its intention, within such 10 Business Day period, to proceed with due diligence and negotiation with respect to such proposed investment, then the Investor and the Company agree to negotiate with each other in good faith with respect to such proposed investment for up to 20 Business Days following the Investor's receipt of such information. If, after the Company and the Investor have discussed the proposed transaction for such 20- Business Day period, the Investor determines either not to invest in such project, or not to invest the full amount that the Company requires for such project, or has not committed to the Company to make such investment, on substantially the terms and conditions offered to the Investor, then the Company may enter int...
Sample 1

Related to Co-Investment Opportunity

  • Investment Opportunities To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member (other than Members who are officers or employees of the Company, PubCo or any of their respective Subsidiaries), any of their respective Affiliates (other than the Company, the Managing Member or any of their respective Subsidiaries), or any of their respective officers, directors, agents, shareholders, members, managers and partners (each, a “Business Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunities Exempt Party. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its subsidiaries shall have any duty to communicate or offer such opportunity to the Company. No amendment or repeal of this Section 8.4 shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 8.4. Neither the alteration, amendment or repeal of this Section 8.4, nor the adoption of any provision of this Agreement inconsistent with this Section 8.4, shall eliminate or reduce the effect of this Section 8.4 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 8.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

  • Investment Opportunities and Allocation The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

  • Equal Employment Opportunity The Company is an equal opportunity employer and conducts its employment practices based on business needs and in a manner that treats employees and applicants on the basis of merit and experience. The Company prohibits unlawful discrimination on the basis of race, color, religion, sex, pregnancy, national origin, citizenship, ancestry, age, physical or mental disability, veteran status, marital status, domestic partner status, sexual orientation, or any other consideration made unlawful by federal, state or local laws.

  • Right of First Opportunity a. During the Term of this Lease (including, without limitation, the Extended Term, if applicable), Lessor shall notify Lessee ("Lessor's Notice") if either or both Suite 310 (consisting of approximately 15,654 square feet of Rentable Area) on the third floor of the Building and/or Suite 115 on the first floor of the Building become available for Lease (subject to any rights which any then existing tenants of such space may have to lease such space pursuant to lease transactions hereafter entered into in accordance with this Article 64, and any rights held by Inktomi Corporation as the existing tenant of such space, Lessor hereby representing and warranting to Lessee that no current tenant other than Inktomi has any existing rights to the lease of such Suite 115 or Suite 310). Such Lessor's Notice shall provide the basic business terms on which Lessor is willing to rent such space (including, without limitation, Base Rent, improvement allowances and other economic concessions) and shall be given to Lessee prior to such space being made available to any third party (other than any existing tenant having prior rights to such space). Lessee is hereby granted the right of first opportunity to lease such space on the terms as outlined in Lessor's Notice to Lessee. No court arbitrator or third party shall have the right to challenge the terms and conditions set forth in Lessor's Notice to Lessee. Lessee shall have ten (10) days following receipt of such Lessor's Notice within which to indicate in writing its desire to lease the space under the terms and conditions stated in such Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer within such ten (10) day period, Lessor shall have the right at any time within nine (9) months thereafter to enter into a lease for such available space which was the subject of the offer made to Lessee in Lessor's notice to any one or more third parties on any terms, covenants and conditions desired by Lessor, and Lessee shall have no further right to lease such space, provided that such lease is entered into within nine (9) months following Lessee's receipt of the applicable Lessor's Notice and the net effective rent payable under such lease is not less than ninety percent (90%) of the net effective rent proposed in the applicable Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer as set forth in Lessor's Notice within such ten (10) day period, but Lessor thereafter desires to lease such space which was the subject of such Lessor's Notice to one or more third parties more than nine (9) months following Lessee's receipt of the applicable Lessor's Notice or at a net effective rent less than ninety percent (90%) of the net effective rent proposed in the applicable Lessor's Notice, then Lessor shall first deliver a new Lessor's Notice with respect to such space to Lessee and Lessee shall again have its right of first opportunity with respect thereto in the manner set forth above.

  • Equal Opportunity The Company agrees and warrants that it is an equal opportunity employer and that it does not discriminate. The Company further agrees and warrants that:

  • Settlement Practices The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.

  • Regulation RR Risk Retention Ford Credit, as Sponsor, and the Depositor agree that (i) Ford Credit will cause the Depositor to, and the Depositor will, retain the Residual Interest on the Closing Date and (ii) Ford Credit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.

  • Loan Opportunities The Company on behalf of each Fund acknowledges and agrees that BTC shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BTC based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BTC has made fewer or more loans for any other customer than for the Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.

  • Equal Opportunity Employer You acknowledge that Studio is an equal opportunity employer. You agree that you will comply with Studio policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination or harassment.

  • Bonus Opportunity The Company shall offer each year an incentive bonus compensation plan. Such plan will include an annual bonus target amount equal to at least 50% of the Executive’s annual base salary and shall contain such additional terms as determined by the Chief Executive Officer. The amount of any bonus payable to Executive in any year shall be based upon performance targets established in advance under the bonus plan and Executive’s achievement of such performance criteria.

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