Equity Participation Rights. Until an IPO, DFCI shall, in addition, have the opportunity to participate on a pro-rata basis as an investor in any additional rounds of equity raised by CTI. Until an IPO, if CTI proposes to sell any equity securities or securities that are convertible into equity securities of CTI (excluding customary exceptions, such as (but not limited to) the grant or issuance of compensatory equity to employees, consultants, etc., equity issuances in connection with strategic transactions, vendor financing, loans, etc.), then DFCI and/or its Assignee (meaning (a) any entity to which DFCI’s participation rights under this section have been assigned either by DFCI or another entity, or (b) any entity that is controlled by DFCI will have the right to purchase up to DFCI’s pro rata share (as of the date of the offering) of the securities issued in each offering on the same terms and conditions as are offered to the other purchasers in each such financing. CTI shall provide ten days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. DFCI rights under this Section 5.7 shall terminate upon a public offering covering the offer and sale of any of CTI’s equity to the public (“IPO”) or acquisition by a Third Party.
Equity Participation Rights. No later than January 8, 2004, Sub shall offer the equity participation rights set forth on Schedule 4.10 of the Company's Disclosure Schedule (the "Equity Rights") to the Equity Offerees.
Equity Participation Rights. In addition to the Compensation set forth in section 3.above, BayHill Group LC shall be granted five-year warrants to purchase 1,200,000 shares of common stock, restricted stock awards, or similar equity participation rights ("Equity Participation Rights") at an exercise price of seventy five cents ($.75) per share. The Equity Participation Rights agreement shall be drafted and executed as soon as practicable following the execution of this Agreement and after approval of the Board of Directors. So long as BayHill Group LC has completed the initial term of this Agreement, the common warrants will vest and be exercisable at the end of four years from the date of this agreement with accelerated vesting to occur based on completion (in any combination that equals 100%) of the following milestones with you and your team: Stock price - 15 % vest for every doubling of the stock price from $.65 (sixty five cents) (cap at 2x or 30% of total vesting) (Cap at 4x for 20% of total vesting) Internal Growth - 5% vest for every 3 new domestic area developer contxxxxx , (xxx xx 0x xx 00% xx xxxxx) xxxxx XxxXill Group contributes to the sourcing. The following states are excepted due to current negotiations already underway, unless a new contracting party is targeted or BayHill is specifically requested by Speaking Roses to assist: Utah / Nevada, California (Stoneridge), Oregon (Steve Hansen), Colorado (Garth Howxxx, Xxxxxxx), Idaho (lasxx xxxxxxx xep), xxx Florida (Edgar Hernandez and Scott Hill - UXX Xxxxxxx). Xxxxxxxnce and Governance - 15% for full SOX compliance (earlier of listing or major PIPE or regulatory deadline), (cap of 1x or 15% of total) Acquisition Growth - 20% vest for every $10m in revenue acquired, (no cap) Funding - 20% for every new external funding round greater than $1million completed, sourced by BayHill, unless otherwise invited by SR for previous or current sourcing (no cap) Term - 20% vest at the end of six (6) months Speaking Roses agrees to register the shares of stock acquired by BayHill Group LC. Speaking Roses also agrees that these shares will vest and be exercisable and included 100% in any private or public transaction involving the sale of any part of Speaking Roses.
Equity Participation Rights. Merus Labs agrees that Dacha will have the right and option during the period from the date of this Acquisition Agreement to the earlier of (i) the date of termination of this Acquisition Agreement (or, if the Acquisition Agreement is executed, the date of termination of the Acquisition Agreement) and (ii) the date the Acquisition is completed (the “Interim Period”), to participate in any equity financing undertaken by Merus Labs (a “Merus Equity Financing”) to an aggregate maximum of $1.0 million. A Merus Equity Financing for the purpose of this Acquisition Agreement will include any offering of common shares of Merus Labs, or any other security convertible, exchangeable or exercisable into common shares of Merus Labs. Participation by Dacha in any such Merus Equity Financing will be on the same terms and at the same offering price as offered to other investors in the financing and will be conditional upon Dacha receiving all required regulatory approvals for its participation in the financing. Dacha will exercise such option within five (5) business days of receipt from Merus Labs of any written notice of offering that sets out the price and terms of such offering, or one (1) business day in the event of a bought deal offering.
Equity Participation Rights. The Company shall not issue or sell any of its Equity Securities, or enter into any Contractual Obligation providing for the issuance (contingent or otherwise) of, any of its Equity Securities (each an "Issuance" of "Subject Securities"), except in compliance with the following provisions of this Section 8.7.
Equity Participation Rights. In addition to the Compensation set forth in section 3.above, BayHill Group LC shall be granted five-year warrants to purchase shares of common stock, restricted stock awards, or similar equity participation rights ("Equity Participation Rights"). The Equity Participation Rights agreement shall be drafted and executed as soon as practicable following the execution of this Agreement and after approval of the Board of Directors.
Equity Participation Rights. Subject to the terms of this Agreement, (x) CENAQ and OpCo hereby grant to Cottonmouth the right to participate in 50% of the ownership of each Project with respect to which a Notice has been delivered and (y) Cottonmouth and its Affiliates hereby grant to CENAQ and OpCo the right to participate in up to 50% of the ownership of each Project with respect to which a Notice has been delivered, in each case as provided in this Section 3; provided, however, that for purposes of Section 2 and this Section 3, “Project” with respect to Cottonmouth and its Affiliates shall not include a passive investment made into a fund, or a minority (30% or less) investment in a non-controlled entity, that invests or may invest in a project or technology that may otherwise constitute a Project. For purposes of this Agreement, the Party granting the equity participation right is referred to as the “Offering Party” and the other Party to which the participation right is offered is referred to as the “Other Party”.
Equity Participation Rights. In addition to the Compensation set forth in section 3 above, BayHill Group LC shall be granted five-year warrants to purchase 437,500 shares of common stock (“Equity Participation Rights”) at an exercise price based on the closing market price as of the date of this Agreement. The Equity Participation Rights agreement shall be drafted and executed as soon as practicable following the execution of this Agreement and after approval of the Board of Directors. The common warrants will vest and be exercisable based on the following vesting schedule (in any combination that equals 100%, but no more than 100%):
Equity Participation Rights. The Human Resources and Compensation Committee of the Board of Directors has agreed to amend the Executive's Equity Participation Right Agreement dated as of January 22, 1997, to make it exercisable as to all 3000 units as of January 22, 1998, provided such Agreement has not sooner expired by its terms.
Equity Participation Rights. (a) For so long as the Purchaser (along with its Affiliates) owns a number of Shares equal to or greater than 50% of the Shares issued to the Purchaser on the Issue Date, the Company shall not issue, or agree to issue, any Equity Securities of the Company (the “Offered Equity Securities”) to any Person unless the Company offers the Purchaser the right (the “Equity Participation Right”) to purchase in the aggregate up to such number of securities (the “Equity Participation Amount”) equal to the product of (x) the total number of such offered Equity Securities of the Company multiplied by (y) the Purchaser’s Participation Rights Fraction, at the same price per security (payable in cash, except to the extent that the consideration for such issuance is an exchange of Series A Preferred Stock) and otherwise upon the same terms and conditions as those offered to such Person in accordance with the procedures set forth in this Section 5.5; provided that the Equity Participation Rights in this Section 5.5(a) shall not be applicable to the issuance of the following Equity Securities of the Company: (i) Equity Securities issued upon a stock split or other subdivision of or a stock dividend made to all holders on a pro rata basis of, any Equity Securities of the Company; (ii) an issuance of Equity Securities or equity linked securities pursuant to any director, officer or employee compensation arrangements approved by the Board or the compensation committee thereof; (iii) a conversion of shares of one class of Capital Stock of the Company existing on the date hereof into shares of another class of Capital Stock of the Company existing on the date hereof in accordance with the terms of such securities; (iv) offerings in which the Company distributes to
