Investment in the Company. Prior to or concurrent with the execution of this Agreement, (i) Base Ten shall purchase 800,000 shares of the Company's Series A-3 Preferred Stock (the "BT Purchased Shares") for an aggregate purchase price of $200,000 ($0.25 per share), on the terms and conditions set forth in the Purchase Agreement, dated as of the date hereof, by and among Base Ten and the Company, substantially in the form of Exhibit A annexed hereto (the "Purchase Agreement"), and (ii) Xxxxx Xxxxxxx ("Xxxxxxx") shall execute and deliver to Base Ten a letter, substantially in the form of Exhibit B annexed hereto (the "Xxxxxxx Agreement"), by which Xxxxxxx shall agree to the terms of the Limited Put Option described in Section 1.11(a) hereof. The BT Purchased Shares shall be subject to the following Limited Put Option and Limited Call Right upon the termination of this Agreement as a result of the events specified below:
Investment in the Company. Executive shall have the opportunity to invest in the Company through Xxxxxxx Equity Partners, L.P., a Delaware limited partnership, within a reasonable amount of time following the Effective Date, but in any event, no later than ninety (90) days after the Effective Date.
Investment in the Company. Investment 1 1.2 Time and Place of Closing 1
Investment in the Company. 2.1 Allocation of the Aggregate Proceeds 13 2.2 Subscription for Subscription Shares 13 2.3 Satisfaction of the Subscription Price 15
Investment in the Company. (i) ING understands that the Company proposes to issue and deliver to it the ING Note and the ING Warrant pursuant to this Agreement without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"); that for such purpose the Company will rely upon the relevant Purchaser's representations and warranties contained herein; and that such non-compliance with registration requirements is not permissible unless such representations and warranties are correct.
(ii) ING understands that, under existing rules of the Securities and Exchange Commission (the "SEC"), it may be unable to sell the ING Note or the ING Warrant except to the extent that the ING Note or the ING Warrant may be sold (i) pursuant to an effective registration statement covering such sale pursuant to the Securities Act of 1933 and applicable state securities laws or an applicable exemption therefrom or (ii) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on any resale or (iii) subject to the restrictions contained in Rule 144 under the Securities Act of 1933 ("Rule 144").
(iii) ING is not relying on the Company respecting the financial, tax and other economic considerations of an investment in the ING Note or the ING Warrant, and ING has relied on the advice of, or has consulted with, only its own advisors.
(iv) ING is familiar with the provisions of Rule 144 and the limitations upon the availability and applicability of such rule.
(v) ING is purchasing the ING Note and the ING Warrant as an investment for its sole account, and without any present view towards the resale or other distribution thereof.
(vi) ING is an "accredited investor," within the meaning of Rule 501 promulgated by the Securities and Exchange Commission under the Securities Act of 1933.
Investment in the Company. The Executive agrees that, as a condition to his employment with the Company, the Executive will invest on the Effective Date $500,000 in the Company, which investment shall be payable either in cash or with shares of common stock of Old NPF as shall be mutually agreed between the Company and the Executive, including, if feasible and not detrimental to the Company, a tax free rollover of options to purchase shares of common stock of Old NPF into shares of the Company. In connection with this investment, the Executive agrees to execute a Shareholder's Agreement between the Company and all of its shareholders.
Investment in the Company. The Directors shall accept subscriptions for Shares from such Persons, for an amount of such consideration (the "Subscription Amount") and on such terms as they may from time to time authorize. At the Directors' discretion, such Subscription Amounts, subject to applicable law and the provisions of Article VI, Section 1 hereof, may be in the form of cash or securities in which the corresponding Class of Shares is authorized to invest, valued as provided in Article VII, Section 3. Subject to the provisions of Article VI, Section 1 hereof, subscriptions for Shares shall be credited to the Stated Capital Account; provided, however, that the Directors may, in their sole discretion, (a) issue fractional Shares or (b) determine the Net Asset Value of the initial Subscription Amounts. The Directors shall have the right to refuse to accept subscriptions for Shares at any time without any cause or reason therefor whatsoever.
Investment in the Company. In the event this Agreement terminates for ------------------------- any reason other than pursuant to Section 8.1(e) above (the "Applicable Termination"), Corvis agrees to make the following investments in the Company on the terms and conditions set forth in this Section 8.3.
(a) Within 30 days after the Applicable Termination, Corvis will, upon the written request of the Company, transfer to the Company title to equipment and other personal property to be identified by mutual agreement of the parties (the "Transferred Equipment") and shall provide the in-kind physical facilities support (the "In-Kind Support") to be mutually agreed upon by the parties. The Transferred Equipment and In-Kind Support shall have an aggregate fair market value of $8,000,000 and the parties shall negotiate in good faith to reach agreement on that fair market value. In addition, with the prior written consent of Corvis and the Company, Corvis may make available Transferred Equipment or In-Kind Support prior to the Effective Time for a purchase price to be negotiated by the parties. All such Transferred Equipment shall be in good working condition, ordinary wear and tear excepted, and good title to such Transferred Equipment shall be conveyed to the Company free and clear of any Liens. Except for the foregoing, Corvis disclaims any and all warranties, express or implied, of any kind or nature relating to the Transferred Equipment, including warranties of fitness for a particular purpose and warranties of merchantability. The parties will work in good faith to substitute different items or equipment of comparable value if necessary or appropriate as a result of the changing needs of the parties or the unavailability of the stipulated equipment. The parties hereby agree that the value of such Transferred Equipment and In-Kind Support is Eight Million Dollars ($8,000,000). In consideration for the contribution of the Transferred Equipment and In-Kind Support, the Company shall issue to Corvis, as and when the Transferred Equipment and In-Kind Support are received, shares of its Series B Preferred Stock at the same price, terms and conditions as shares of Series B Preferred Stock are issued to Optical Capital Group, L.P. ("OCG") with respect to OCG's investment of Five Million Dollars ($5,000,000) in the Company pursuant to Section 8.3(d) below.
(b) Within 30 days after the Applicable Termination, upon the written request by the Company, Corvis will purchase additional shares of Ser...
Investment in the Company. The Executive will have the opportunity to purchase up to $3,000,000 of common stock of the Company up until the sixtieth (60th) day following the Effective Date at the purchase date per share fair market value of the Company’s common stock, as determined by the Board of Directors, subject to his executing customary agreements in connection with the foregoing, including subscription documents and the Amended and Restated Stockholders Agreement among the Company and certain stockholders of the Company dated as of October 31, 2006, as such agreement may be amended from time to time.
Investment in the Company
