Investment Right Sample Clauses

Investment Right. [INTENTIONALLY OMITTED]
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Investment Right. If Lender advances a Loan under the Working Capital Line to Borrower, then Borrower agrees that Lender will have the right (but not the obligation) to invest up to $500,000.00 in cash in a private equity round, in which Borrower will issue equity securities ranking senior to Series B-1 preferred stock, par value $0.00001 per share, of Borrower (such senior equity securities, the “Senior Securities” and such private equity round, the “Qualified Financing Round”), to purchase the same Senior Securities at the same purchase price per Senior Security paid in cash by the other investors participating therein (the “Purchase Price”), and, to the extent Lender does not invest the full $500,000.00 in one such Qualified Financing Round, Lender shall have the right to invest any balance remaining in Borrower’s subsequent Qualified Financing Rounds at the same Purchase Price offered to investors in such subsequent Qualified Financing Rounds. The Lender may exercise the foregoing investment right by (i) delivering written notice thereof to the Company no less than five (5) days prior to the investment, and (ii) within one (1) day (or such other period of time as may be mutually agreed by the parties) after Lender has provided notice of its intent to invest in the equity round, providing Borrower with funds for the Lender’s investment and executed copies of all stock purchase agreements, voting agreements, investor rights agreements and other documents entered into by other investors participating in the equity round. The investment right of Lender under this Section 1(e) shall not apply to the issuance by Borrower of any Exempted Securities (as defined in Borrower’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Restated Certificate”)) and shall terminate and be of no further force or effect immediately prior to (i) the consummation of an initial public offering of capital stock of Borrower, (ii) the date that the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, or (iii) the Deemed Liquidation Event (as defined in the Restated Certificate) of Borrower, whichever occurs first.
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Investment Right. At Lenders’ option, Lenders or its affiliates, or subject to Borrower’s written consent, any participants and/or assigns (referred to in this Section 7 as the “Purchasers”), may purchase up to $250,000 in the aggregate (allocated amongst the Lenders in accordance with their Pro Rata Share or such other allocation as may be agreed to between the Lenders) of Borrower’s equity securities or convertible debt securities of the same class and series, for the same price and on the same terms as are offered to other investors in the next private sale or issuance of securities after the Closing Date in one closing or in related transactions in which Borrower receives net cash proceeds of at least $1,500,000 (the “Next Round”). Borrower will promptly notify Lenders at least seven (7) days prior to the close of the Next Round, and Lenders will have seven (7) days after receipt of that notice period to participate; and upon affirmative election to participate, Purchasers will become party to (by execution thereof) the stock purchase agreement, investor rights agreement, and other agreements executed by the other purchasers in connection with the Next Round, and Purchasers will be granted substantially the same rights as other investors purchasing shares in the Next Round, including piggyback and S-3 registration rights with respect to the shares being purchased. This Section 7 and the rights granted to Lenders hereunder shall survive the termination of this Agreement.
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Investment Right. Borrower shall enable Lender, at Lender’s option, to purchase up to an aggregate of $250,000 of Borrower’s preferred equity securities of the same class and series, for the same price per share and on the same terms as are offered to other investors in the sale or issuance of equity securities in the next bona fide, third party, preferred equity financing of Borrower with the principal purpose of raising capital occurring after the Closing Date (the “Equity Round”). Borrower will promptly notify Lender at least 20 calendar days prior to the close of the Equity Round of any right to participate in such Equity Round, and Lender will have 20 calendar days after receipt of such notice to participate, in which case Lender will be offered the right to become a party to the investment documents signed by other cash purchases in the Equity Round, if any, which may include the stock purchase agreement, investor rights agreement, and other ancillary documents customary in such transactions. This Section 6.15 and the rights granted to Lender hereunder shall survive the termination of this Agreement for a period of three (3) years. For the avoidance of doubt, the rights granted to Lender under this Section 6.15 may be transferred or assigned, in whole or in part, to an Affiliate of Lender, subject to prior written notice to Borrower and delivery of evidence reasonably satisfactory to Borrower that such Affiliate is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended and is not in breach of any relevant “bad-actor” provisions of the Regulation D or state laws as applicable.
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Investment Right. (i) SmarTalk hereby grants Xxxxxxxx the right to purchase ( the "Investment Rights"), and agrees to sell to Xxxxxxxx, at Xxxxxxxx'x sole option, newly issued shares of SmarTalk common stock (the "Common Stock"), no par value, in an aggregate amount equal to the greater of (x) 6,060,606 and (y) such number which would equal at the time of any Investment Closing (as defined below) fifteen percent (15%) of the Common Stock of SmarTalk as determined on a Fully-Diluted basis after giving effect to Xxxxxxxx'x exercise of its Investment Rights hereunder (collectively, such number of shares of Common Stock as determined pursuant hereto, subject to any adjustments made pursuant to this Agreement, the "Shares") at a purchase price per Share of $4.125 (such sum, subject to any adjustments made pursuant to this Agreement, the "Investment Right Price"). "Fully-Diluted" shall mean, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding rights, warrants, options, convertible securities or exchangeable securities or indebtedness, or other rights exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock, and securities convertible or exchangeable into Common Stock, whether at the time of issuance or upon the passage of time or the occurrence of some future event.
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Investment Right. (a) In any offering of the Company’s securities (including the Offering) in connection with which Axxxx becomes or will become a senior executive officer of the Company (a “Qualifying Offering”), the Company shall make available for purchase by Resource, at Resource's election and as part of the Qualifying Offering, shares of Common Stock (the “RFIG Shares”) that represent, in the aggregate, 4.9% of the outstanding shares of Common Stock on a fully diluted basis, after giving effect to the Qualifying Offering. (b) For the avoidance of doubt, RFIG is making no commitment hereunder to make an investment in the Company, and such investment shall be made only pursuant to a definitive written investment agreement between RFIG, or an affiliate thereof, and the Company having terms and conditions substantially similar to those contained in the form of investment agreement offered to other investors in the Qualifying Offering (other than as provided herein) and otherwise satisfactory to RFIG; provided, however, that if RFIG elects to make an investment in connection with a Qualifying Offering, such investment shall be not less than $1,000,000. (c) The RFIG Shares shall be offered at a price per share equal to the price per share that securities of the same class are offered in the Qualifying Offering. The RFIG Shares shall be subject to registration rights no less favorable than those granted to other investors in connection with the Qualifying Offering.
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Investment Right. 11.1. Each Lender at Lenders’ sole option may purchase all or any portion of its Commitment Percentage of Five Hundred Thousand and No/Dollars ($500,000) of Borrower’s stock (“Next Round Stock”) offered in Borrower’s next round of equity financing (“Next Round”) on the same terms and conditions as other investors. Xxxxxxxx agrees to provide Xxxxxxx with thirty (30) days prior written notice of the proposed date of the Next Round, which notice shall include the terms, conditions and pricing of the Next Round. In the event one Lender elects to purchase less than its Commitment Percentage, the other Lender may increase its Commitment Percentage to include the difference. Notwithstanding the foregoing, Next Round shall not include an initial public offering of Borrower’s securities.
Sample 1
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Investment Right. At Lender’s option, Lender or its affiliates, participants and/or assigns, may purchase up to $250,000 of Borrower’s equity or convertible debt securities of the same class and series, for the same price and on the same terms as are offered to other investors in the next sale or issuance of securities after the Closing Date in one closing or in related transactions in which Borrower receives net cash proceeds of at least $1,500,000 (the “Next Round”). Borrower will promptly notify Lender at least 15 days prior to the close of the Next Round, and Lender will have 20 days after receipt of that notice to participate, in which case Lender will be party to the stock purchase agreement, investor rights agreement, and other agreements executed by the other purchasers in connection with the Next Round. This Section 7 and the rights granted to Lender hereunder shall survive the termination of this Agreement.
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Investment Right. If Secured Party advances a Loan or Loans under the Working Capital Line to Debtor, then Debtor agrees that, subject to the terms and conditions of this paragraph, Secured Party will invest $500,000 in Debtor’s Series B Preferred equity financing on the same terms, conditions and pricing offered to other investors participating in the Series B Preferred equity financing.
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Related to Investment Right

  • Investment Risk Buyer understands that its investment in the securities constitutes high risk investment, its investment in the Securities involves a high degree of risk, including the risk of loss of the Buyer’s entire investment.

  • MANAGEMENT RIGHTS 3.01 The Union acknowledges that all management rights and prerogatives are vested exclusively with the Employer and without limiting the generality of the foregoing; it is the exclusive function of the Employer: (a) To determine and establish standards and procedures for the care, welfare, safety and comfort of the residents in the facility. (b) To maintain order, discipline and efficiency and in connection therewith to establish and enforce reasonable rules and regulations. (c) To hire, transfer, layoff, schedule, recall, promote, demote, classify, assign duties, discharge, suspend or otherwise discipline employees for just cause, provided that a claim of discriminatory transfer, promotion, demotion of classification or a claim that an employee has been discharged or disciplined without just cause, may be the subject of a grievance and dealt with as hereinafter provided. (d) To have the right to plan, direct, and control the work and direction of employees and the operation of the facility. This includes the right to introduce new and improved methods, facilities, equipment and to control the amount of supervision necessary, work schedules, the combining or splitting up of departments, and the increases or reduction of personnel in a particular area or on the whole. 3.02 The Employer will exercise these rights in a manner consistent with the Collective Agreement and apply the provisions of the Collective Agreement in a reasonable manner.

  • Settlement Rights The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party, provided, however, that the Controlling Party shall not settle any Tax Contest with respect to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (D) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (E) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9.2(b), “Controlling Party” means the Party entitled to control the Tax Contest under such section and “Non-Controlling Party” means the other Party.

  • ADJUSTMENT RIGHTS The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment from time to time, as follows:

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Investment Risks The Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscriber Shares, including those set forth in the Disclosure Documents and in the Company’s filings with the Commission. The Subscriber is a sophisticated institutional investor and is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscriber Shares, and the Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered necessary to make an informed investment decision. Alone, or together with any professional advisor(s), the Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscriber Shares and determined that the Subscriber Shares are a suitable investment for the Subscriber and that the Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Subscriber’s investment in the Company. The Subscriber acknowledges specifically that a possibility of total loss exists.

  • Investment Agreement AUGUST.2017 12

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • Substitute Purchase Warrant In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

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