Equity Position. In partial consideration of the rights granted Company under this Agreement, within [**] after such time as Company has issued and sold in one or more financing transactions from and after the Effective Date securities of the Company having an aggregate purchase price of at least $[**] and subject to the execution by University of a subscription agreement and the voting agreement entered into by the purchasers in the financing transaction that results in the issuance of shares hereunder (or if none, an agreement containing a customary initial public offering lock-up provision and drag-along provision), Company shall issue to University such number of shares of common stock of Company that constitutes [**] percent ([**]%) of the sum total of all common stock of the Company following such issuance (including for this purpose all shares of capital stock outstanding on an as-converted to common stock basis). For purposes of clarity, Company shall have no obligation to issue any such shares with respect to any securities issued and sold that generate proceeds in excess of such $[**], including securities sold in the financing transaction that results in the issuance of shares hereunder. Notwithstanding the foregoing, University’s obligation to enter into agreements pursuant to this Section 4.2 shall be subject to any limitations relating to the University’s status as an agency of the Commonwealth of Massachusetts, e.g., prohibition on indemnification, governing law, and jurisdiction. To the extent University has not held such stock for more than one year at such time, Company shall use commercially reasonable efforts to register the stock issued to University pursuant to this Subsection 4.2 as soon as possible following Company’s initial public offering, subject to customary terms in connection with the registration.
Equity Position. In partial consideration for the rights granted hereunder, --------------- Retailer agrees to grant to WHV or its designee on the date hereof ___________ shares of Retailer's Series F Non-Voting Convertible Preferred Stock (the "Shares") representing 1.204% of Retailer's outstanding equity on a fully diluted basis as of the date hereof; provided, however, * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that in the event the Shares represent less than 1.204% of Retailer's outstanding equity on a fully diluted basis at any time prior to the effective date of Retailer's registration statement filed under the Securities Act of 1933 in connection with an initial public offering of Retailer's shares (the "Effective Date"), then Retailer shall grant additional equity to WHV for no additional consideration, as necessary, to maintain WHV's equity position at such percentage. In addition, WHV shall be entitled to the same information and registration rights with respect to the Shares, and the Shares will be subject to the same restrictions related to such rights, as provided in Retailer's Amended and Restated Stockholders' Rights Agreement dated as of April 13, 2000 to Holders (as defined therein). Retailer represents and warrants that the charter documents of Retailer or other documents setting forth the rights and preferences of the Shares will provide that the Shares are convertible to common stock of Retailer with full voting rights at any time that WHV elects to sell or transfer the Shares to a non-affiliated third party in a registered sale or a private transaction. The parties agree to execute and deliver in a timely manner all documentation required to effect the foregoing.
Equity Position. At all times own Precious Metal free and clear of all liens (except liens in favor of FPM and the Lender) ("Owned Precious Metal") with a gold content equal to not less than five percent (5%) of the aggregate amount of Consigned Precious Metal.
Equity Position. CHROMADEX grants UNIVERSITY a two percent (2%) equity position in CHROMADEX based on the capitalization of CHROMADEX as of the date hereof, as set forth in Appendix B which is incorporated herein by reference. In any transaction under which CHROMADEX’ capital stock is issued, CHROMADEX shall issue additional shares to UNIVERSITY at no cost, such that UNIVERSITY’s capital stock shall be undiluted until CHROMADEX has issued capital stock at a valuation of at least four million dollars ($4,000,000), but in any case UNIVERSITY’s capital stock shall not be treated in a manner less favorable than the capital stock of the founders. UNIVERSITY will accomplish vesting in the equity position by the completion of the specific milestone activities agreed to by both parties as defined in Appendix B, which is incorporated herein by reference. Should UNIVERSITY be unable to complete the milestones stipulated in Appendix B due to the lack of availability of, or delay in providing the raw materials that are to be supplied by CHROMADEX, then the parties will negotiate in good faith a modification of the milestone deadlines, which they will then agree to in writing.
Equity Position. In partial consideration for the rights granted hereunder, Retailer agrees to give WHV or its designee $10 million in Retailer's Series F Convertible Preferred. Stock ("Stock") to be issued in its private placement. The parties agree to execute and deliver any and all documentation required to effect such stock conveyance.
Equity Position. 4.1 Company acknowledges and agrees to grant Employee options to purchase 90,000 shares of its stock said options to be at a strike price equal to the closing price per share of Company stock as of the date this Agreement is executed, to vest monthly in equal shares over a five year (60 month) period; and subject to the same restrictions, if any, required of Company senior management. Such restrictions include the execution of a lockup agreement as was required of all stock holders by the underwriter for the Company's initial public offering and may include the placing of a portion of these shares into an escrow account established for officers, directors, and senior management pursuant to the initial public offering. Should Employee depart, with the company's agreement, prior to said three years, but with satisfactory performance, then all remaining unvested shares shall vest in accordance with the five year schedule, or sooner, at the option of Company.
4.2 Company shall propose Employee for a seat on its Advisory Board and shall consider Employee for a position on its Board of Directors at a later time.
Equity Position. It is understood and agreed that the Purchasers and the [REDACTED], intend to deposit their respective portions of their Equity Portion into [REDACTED] which will hold and/or manage the Equity Position defined in Section 2.1 on behalf of the Purchasers. It is understood and agreed that the assignment of the Equity Position to [REDACTED] or to any other person or entity shall not operate to modify, revoke or extinguish the proxy rights that the Purchasers and [REDACTED] have granted, under Section 2.1, to the Company respecting the Equity Position.
Equity Position. The Equity Position shall consist of $5,000,000 (5,000 Units) of Class A-1 limited liability company interests in EMP as described on Schedule 3.2 (the "EMP Units") to be issued to Sellers in exchange for 5% of the GCC Company Stock. The Equity Position shall not be increased or decreased in any way pursuant to Section 3.3.
Equity Position. Lender shall have received evidence (including invoices, cancelled checks, Borrower’s certificate, a signed title company escrow closing statement, an appraisal approved by Lender, etc.) acceptable to Lender in its discretion, establishing that Borrower’s constituent members have made cash equity contributions to Borrower (collectively, the initial “Equity Contribution”) in an aggregate amount of not less than $12,500,000.00 and that the entire amount of the Equity Contribution has been (or simultaneously with the first disbursement of Mezzanine Loan proceeds will be) used, paid and expended by Borrower solely for acquisition costs of the Properties approved by Lender and by each of the Senior Lenders. No funds loaned to or borrowed by Borrower shall be included in the Equity Contribution.
Equity Position. Employee shall be entitled to receive ownership shares in the Company per the Company's qualified Stock Option Plan of up to Six Million (6,000,000) shares. Until such time as the Company files and completes a registration statement the shares underlying the options will be restricted. Once the registration is effective all of the shares in the plan will be registered and thus unrestricted. The Company represents and warrants to the Employee that Six Million shares (6,000,000) is equivalent to four percent (4%) of the outstanding shares of the Company. The Employee shall be entitled at the time of execution of this Agreement to One Million Five Hundred Thousand (1,500,000) options to purchase shares. The purchase price of the options shall be the closing price of the Company’s shares on the date of execution of the Agreement by the Employee. Then the Employee shall be entitled to an additional One Million Five Hundred Thousand (1,500,000) options to purchase shares on the first anniversary of this Agreement at the closing price of the Company’s shares on the date of execution of this Agreement by the Employee. The Employee shall be entitled to an additional One Million Five Hundred Thousand (1,500,000) or options to purchase shares on the second and third anniversaries of this Agreement at the closing price of the Company’s shares on the date of execution of this Agreement by the Employee.
