Equity Investment Option Sample Clauses

Equity Investment Option. (a) AlderBio shall use its commercially reasonable efforts to cause the managing underwriter(s) of AlderBio’s initial public offering (“IPO”) to offer directly to BMS the right to purchase shares of AlderBio Common Stock (the “IPO Purchase Option”) in the IPO at a price equal to the price per [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. share paid by the public (the “Public Offering Price”) for shares of Common Stock; provided that the IPO Purchase Option shall only apply to the filing of a registration statement relating to an IPO that occurs after the one-year anniversary of the Effective Date. If BMS exercises its IPO Purchase Option, it shall have the right to purchase in the IPO up to a number of shares of Common Stock equal to the lowest of (i) $20 million divided by the Public Offering Price, (ii) 20% of the total number of shares of stock being sold to the public in the IPO and (iii) 19.9% of the total outstanding voting equity securities of AlderBio immediately following the closing of the IPO (the “IPO Rights Shares”). (b) If (i) the filing of a registration statement relating to the IPO occurs on or prior to the one year anniversary of the Effective Date, (ii) BMS does not exercise the IPO Purchase Option, (iii) the managing underwriter(s) of the IPO determine, in their sole discretion that it is not advisable to make available to BMS all of the IPO Rights Shares in the IPO or (iv) AlderBio determines (based on advice of legal counsel) that the IPO Purchase Option is not permissible under federal securities laws or any other applicable laws, rules and regulations, then AlderBio shall in lieu of the IPO Purchase Option, make a concurrent private placement offering to BMS of such number of securities equal to the aggregate number of IPO Rights Shares (the “Private Placement”), at the Public Offering Price, to BMS (the “Private Placement Purchase Option”) and BMS shall exercise such Private Placement Purchase Option within [***] following delivery of notice by AlderBio containing the terms of such Private Placement Purchase Option. The closing of the IPO shall be a condition to the closing of such Private Placement. Notwithstanding the foregoing, AlderBio’s obligation to offer the Private Placement Purchase Option shall be subject to the determination by AlderBio (based on advice legal c...
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Equity Investment Option. On or after the Effective Date, ARCHEMIX and EYETECH agree that it is their mutual intent that EYETECH will purchase [***] dollars ($[***]) of Stock of ARCHEMIX on terms that are pari passu with terms granted to other investors in the first round of financing to occur following September 1, 2004; provided, however, that neither Party shall have any obligation with respect to such obligation unless it is mutually agreed at the time.
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Equity Investment Option. Licensor hereby grants Licensee an option to purchase 5.5 million shares of Licensor common stock in a single tranche at a price of US$0.15 per share, at any time during the period commencing on the date hereof and expiring on January 31, 2015. Upon exercise of the option, Licensee shall immediately pay the entire sum due. For the avoidance of doubt, the equity investment option provided in this Section 6.3 refers to the same equity investment option provided in the Section 6.3 of the RGN-259 Agreement.
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Equity Investment Option. The Company shall cause American Wholesale Insurance Holding Company, LLC (the “Parent”) to grant an option (the “Option”) to the Executive to purchase up to Forty-One Thousand Six Hundred Thirty-Two (41,632) of the common units (the “LLC Units”) of the Parent at a purchase price of Twelve Dollars And One Cent ($12.01)
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Equity Investment Option. In the QER and all bridge financing rounds and private placements of Company’s equity following a QER, Holder shall have the right to invest up to the pro-rata of the fully-diluted holdings of Holder and its affiliates. This section shall survive the Exercise of this Warrant.
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Equity Investment Option. If CytomX undertakes a Qualified Private Financing or a Qualified Public Offering during the Term (each a “Qualified Financing”), [***], Moderna shall have [***] option (“Equity Investment Option”) to purchase up to the number of securities in connection with such Qualified Financing [***]. Moderna shall have the option, [***], to purchase such securities at [***].
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Equity Investment Option. 1.1 From the date hereof for a period of 12 months (the “Option Period”), Osprey shall have the option but not the obligation (such option, the “Option”), subject to the provisions of Section 2 hereof and the Issuer obtaining the Shareholder Approval (as defined below), to purchase up to a maximum of $20.0 million of Ordinary Shares at a per share purchase price of $0.10 pursuant to one or more subscription agreements to be entered into on terms substantially similar in form to the $16MM Subscription Agreement. The Option may be exercised during the Option Period by Osprey in minimum instalments of US$1,000,000 by sending a written exercise notice to the Issuer (each an “Exercise Notice”) specifying that it wishes to exercise the Option hereunder and specifying the proposed amount to be invested and the proposed purchase date for the Additional Shares subject to such Exercise Notice, provided the proposed purchase date shall be no later than 30 business days after the date of the Exercise Notice, subject to the receipt by the Issuer of the Shareholder Approval (as defined below). 1.2 For purposes of this Agreement, “business day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in both New York, New York and London, United Kingdom are open for the general transaction of business. 1.3 In connection with each purchase of Additional Shares, Osprey and the Issuer agree to enter into a subscription agreement substantially in the form of the $16MM Subscription Agreement with any modifications as Osprey and the Issuer may mutually agree, in each case, within 20 Business Days of the date of the Exercise Notice.
Sample 1
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Related to Equity Investment Option

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Equity Investments Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an amount not less than the Minimum Equity Amount shall have been made.

  • Subsidiaries and Equity Investments (a) Section 4.4 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx Fargo; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Equity Incentive Subject to the terms of any applicable agreement, [a] the Executive may exercise any outstanding stock options that are vested when the Executive became Disabled and [b] those that would have been vested on the last day of the fiscal year during which the Executive becomes Disabled if the Executive had not become Disabled.

  • Equity Incentive Plan The Option is a Nonqualified Option and subject to each and every provision of the Equity Incentive Plan which are incorporated by reference herein, as well as the terms and provisions set forth in this Stock Option Agreement and Notice of Grant (this “Stock Option Agreement”). The Equity Incentive Plan shall govern and be conclusive as to all matters not expressly provided for in this Stock Option Agreement. In the event of any conflict between the terms of this Stock Option Agreement and the Equity Incentive Plan, the terms of this Stock Option Agreement shall govern. All capitalized terms contained herein which are not otherwise defined herein shall have the meanings ascribed to them in the Equity Incentive Plan. By accepting the Option you agree to be bound by the provisions of the Equity Incentive Plan and this Stock Option Agreement. A copy of the Equity Incentive Plan has been previously provided to you.

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • The Investment The Investors intend to subscribe for and purchase from the Company, and the Company intends to issue and sell to the Investors, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are common shares, par value $0.0001, of the Company (“Common Shares”).

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