Co-Investment Right. For ninety days following the Effective Date, the Officer shall have the right to invest up to U.S.$1,000,000 in the equity of MagnaChip Semiconductor LLC, a Delaware limited liability company (“MagnaChip LLC”), at the same price per unit as that paid by Citicorp Venture Capital Equity Partners, L.P. (“CVC”) and with respect to the same strip of equity securities being acquired by CVC.
Co-Investment Right. (i) If the Company and the Sourcing Member both exercise their respective Co-Investment Rights with respect to a Definitive Oil & Gas Opportunity, then the Sourcing Member will have the right to participate in the Definitive Oil & Gas Opportunity alongside the Company for the following participation levels: Up to 70% of the first $25 million of the Purchase Price; plus Up to 7.33% of the next $75 million of the Purchase Price; plus Up to 23% of all amounts of the Purchase Price in excess of $100 million. The following table illustrates operation of such participation levels: Purchase Price Sourcing Member Participation Level From To Up to Percentage Participation Aggregate $ — $ 25,000,000 70.00 % $ 17,500,000 $ 17,500,000 25,000,000 50,000,000 7.33 % 1,833,333 19,333,333 50,000,000 75,000,000 7.33 % 1,833,333 21,166,667 $ 75,000,000 $ 100,000,000 7.33 % $ 1,833,333 $ 23,000,000 100,000,000+ 23 %
Co-Investment Right. With respect to any current or future technology development projects undertaken by Shell or any of its Affiliates (in each case whether alone or with third party research partners) related to the production of Sugar, Ethanol and/or Co-Gen Products (each such project being an “Applicable Project”), Sugar and Ethanol Co shall have a right of co-investment. On an Applicable Project-by-Applicable Project basis, Shell, acting reasonably and in good faith, shall offer Sugar and Ethanol Co a right to fund all or part of such Applicable Project. As long as Sugar and Ethanol Co funds up to a certain minimum threshold amount, to be mutually determined between Shell and Sugar and Ethanol Co on an Applicable Project-by-Applicable Project basis (the “Minimum Threshold Investment”), then Sugar and Ethanol Co shall enjoy full use and enjoyment, within the scope of the Business, of any and all technology and other Intellectual Property arising from such Applicable Project, on at least as favorable terms and conditions as enjoyed by Shell and/or its Affiliates with respect to such technology and/or other Intellectual Property. Notwithstanding the foregoing, the Parties acknowledge that, in each case, the Minimum Threshold Investment (i) shall represent an equitable allocation of funds as between Sugar and Ethanol Co and Shell (and its Affiliates), taking into account the anticipated benefit of the technology and/or other Intellectual Property to each of them based upon such factors as the territorial application of such technology and/or other Intellectual Property and the extent to which such technology and/or other Intellectual Property may be used both inside and outside of the Business, and (ii) shall not be greater than the amount to be invested by Shell and its Affiliates. Notwithstanding anything in this Section 7.04(a) to the contrary, for the avoidance of doubt, this Section 7.04(a) shall not apply to any projects which fall within the scope of Section 7.09
Co-Investment Right. Until this Agreement terminates in accordance with Section 9, no Person within the Onex Group, on the one hand, or within R(2), on the other hand, shall commence any tender offer for shares of New Common Stock, any shares of any class of capital stock into or for which the New Common Stock is converted or exchanged ("Replacement Stock"), or any warrants, options, rights, capital stock, notes or other debt or equity securities issued by the Company which are convertible into or exchangeable or exercisable for shares of New Common Stock or Replacement Stock or which participate with New Common Stock or Replacement Stock in dividends or distributions upon liquidation ("Other Securities" and together with New Common Stock and Replacement Stock, "Securities") unless whichever of the Onex Group or R(2) desires to commence a tender offer (the "Initiating Party") affords the other (the "Non-Initiating Party") the opportunity to participate in such tender offer as a bidder (whether or not R(2) or the Onex Group elects to so participate) on the basis that the shares purchased pursuant to such tender offer would be purchased by all Persons within the Onex Group, on the one hand, and all Persons within R(2), on the other hand, in proportion to (a) the number of shares (without distinction as to class) of MVS Securities, New Common Stock and Replacement Stock (with an appropriate adjustment in the event the New Common Stock was exchanged for or converted into Replacement Stock on other than a one-for-one basis) beneficially owned, or in which a full equivalent economic interest is held, including, without limitation, through an interest in a derivative or "swap" transaction (hereinafter, an "equivalent economic interest"), by the Onex Group and by R(2), respectively, relative to (b) the total number of Shares of MVS Securities, New Common Stock and Replacement Stock beneficially owned or in which an equivalent economic interest is held, by the Onex Group and R(2), collectively, immediately prior to the date of delivery of the Offer Notice (as defined below). For purposes of this Agreement, a Person shall be deemed to beneficially own or have an equivalent economic interest in any shares of New Common Stock or Replacement Stock into which or for which any Other Securities beneficially owned by such Person, or in which such Person has an equivalent economic interest, are convertible, exchangeable or exercisable. For all purposes hereof, the Onex Group shall be represente...
Co-Investment Right. The Independent Director Stockholder shall have the right to invest in the future in any new securities of the Company on the same terms as any member of the Investor Group, as applicable, Investor LLC or the Investors, as applicable, on a pro rata basis based on his Purchased Stock, except that any such investment by the Independent Director Stockholder shall be subject to the transfer restrictions applicable generally to Option Stock, to the extent applicable, and Purchased Stock, and not entitled to any more favorable terms than those granted to the Investors. The Company shall provide the Independent Director Stockholder with advance written notice of any such investment opportunity in accordance with applicable securities laws, but in no event later than fifteen (15) days prior to the closing of any such investment by the Investor LLC or the Investors, as applicable.
Co-Investment Right. The Management Stockholder shall have the right to invest in the future in any new securities of the Company on the same terms as any member of the Investor Group, as applicable, Investor LLC or the Investors, as applicable, is offered the right to purchase such securities, on a pro rata basis based on the number of shares of Purchased Stock then owned by such applicable Management Stockholder Entities compared to the number of shares of Common Stock then owned by the members of the Investor Group, Investor LLC and the Investors as a group, except that any such investment by the Management Stockholder shall be subject to the transfer restrictions applicable generally to Option Stock and Purchased Stock, and not entitled to any more favorable terms than those granted to the Investors. The Company shall provide the applicable Management Stockholder Entities with advance written notice of any such investment opportunity in accordance with applicable securities laws, but in no event later than fifteen (15) days prior to the closing of any such investment by Investor LLC or the Investors, as applicable.
Co-Investment Right. Executive shall have the right to invest in the future in any new securities of the Company on the same terms as the Investors, on a pro rata basis based on his Purchased Stock, except that any such investment by Executive shall be subject to the transfer restrictions applicable generally to Management Stock, and not entitled to any more favorable terms than those granted to the Investors.
Co-Investment Right. Certain members of the management, board of directors and employees involved in the transactions contemplated by this Agreement of SEAL Holdings Corporation, as well as certain members of Xxxxxxxxx, Xxxxxxxx & Company, Inc. involved in the transactions contemplated by this Agreement, each of whom must be an accredited investor, shall have the right, in the aggregate, to purchase up to 150,000 shares of the Company's Common Stock at a price of $1.00 per share, exercisable within thirty (30) days after the Closing Date. The Company has also determined to sell 50,000 shares of Common Stock, in a separate transaction, to Xxxxxxx Xxxxxxxx. These sales shall take place pursuant to supplementary purchase agreements whereby such persons agree to make similar representations to those made by the Investor and the Company agrees to make similar representations to them. Such persons shall also become parties to the Stockholders' Agreement and have the same rights as the Existing Stockholders therein. Such persons will not have any of the rights granted to the Investor in the Investor's Rights Agreement. The Investor shall receive no preemptive rights to purchase its pro rata portion of the foregoing 200,000 shares of Common Stock.
Co-Investment Right. Executive will exchange securities in Gallarus immediately prior to the consummation of the merger contemplated by the Merger Agreement with a value (as determined based on the implied value for such securities under the Merger Agreement) for shares of Class L Common Stock of the Company at the same per share price as that being acquired by CVC and shares of Class A Common Stock of the Company at a per share price of $1 per share in the same proportion as will be exchanged by Xxx XxXxxxxx. Executive agrees to enter into a Securities Purchase and Holders Agreement substantially in the form previously presented to Executive which agreement will govern certain of Executive's rights, restrictions and obligations with respect to Executive's ownership of common stock of the Company.
Co-Investment Right. The Officer shall have the right to invest up to US$500,000 in the equity of MagnaChip Semiconductor LLC, a Delaware limited liability company (“MagnaChip LLC”), at the same price per unit as that paid by Citicorp Venture Capital Equity Partners, L.P. (“CVC”) and with respect to the same strip of equity securities acquired by CVC.
