Investor Participation Sample Clauses

Investor Participation. The Issuer and the Investor may mutually agree to restructure the Securities as part of the Public Offering.
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Investor Participation. Investor’s participation in the Company’s financial and operating policy decisions will be through its director designees elected pursuant to the Directors Designation Agreement. As long as the Investor has the right to designate one or more directors for the Board of Directors, the Company shall furnish the Investor with such financial and operating data and other information with respect to the business, finance and properties of the Company as the Company prepares and compiles for members of its Board of Directors in the ordinary course. In case the Investor has no designee on the Board of Directors, but the standstill provided in Section 2 above is still in place, then the Company undertaking shall also remain effective and those rights shall be afforded directly to the Investor.
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Investor Participation. An Investor may elect to be released from this Agreement (except with respect to Sections 1.1, 2.6, 2.8 and 2.9 and Article III), and will be relieved of its Commitment and obligations under the applicable Commitment Letter if and only if (i) its Commitment Letter terminates in accordance with its respective terms, or (ii) the Majority Investors (not including such Investor) authorize an increase in the amount of, or a modification of the form of, the Merger Consideration (such release, in the case of this clause (ii), to be effective as of the date and time the Merger Agreement is amended (or replaced) to reflect such change in amount or form of Merger Consideration). Any Investor that elects to be released pursuant to this paragraph is referred to herein as an “Out Investor.” If an Investor becomes an Out Investor, such Out Investor shall not, and shall cause its affiliates not to, bid for or seek to acquire (whether directly or beneficially) any securities or assets of the Company or its subsidiaries for a period of 18 months from the date such Investor becomes an Out Investor.
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Investor Participation. From the date hereof until the date which is eighteen (18) months after of the date hereof, the Company shall not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), unless the Company shall have first complied with this Section 5.2. (a) The Company shall deliver to the Investor an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale (the “Offer”) of the Common Stock or Common Stock Equivalent being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (1) identify and describe the Offered Securities, (2) describe the price and other terms upon which they are to be issued or sold or exchanged, and the number or amount of the Offered Securities to be issued or sold or exchanged, (3) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued or sold and (4) offer to issue and sell to the Investor at least its pro rata portion of 35% of the Offered Securities actually sold in such Subsequent Placement. The Investor’s pro rata portion shall be determined based upon the percentage of the total amount of Units purchased by the Investor in the Offering. (b) To accept an Offer, in whole or in part, the Investor must deliver a written notice to the Company prior to the end of the second (2nd) Business Day after the Investor’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion that the Investor elects to purchase (the “Notice of Acceptance”). If no Notice of Acceptance is received by the Company from the Investor during the Offer Period, then the Investor shall be deemed to have declined the Offer. (c) The Company shall have twenty-five (25) Business Days from the expiration of the Offer Period above, subject to extension at the discretion of the Company with the consent of the Investor, such consent not to be unreasonably withheld, to offer, issue or sell all or ...
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Investor Participation. The Company will afford the Investor the power to participate in the Company’s financial and operating policy decisions, to the extent provided in the Transaction Documents or as otherwise agreed by the Board of Trustees. Pursuant to and in accordance with the Transaction Documents, the Company shall furnish the Investor with such financial and operating data and other information with respect to the business, finance and properties of the Company as the Company prepares and compiles for members of its Board of Trustees in the ordinary course.
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Investor Participation. An Investor may elect to be released from this Agreement (except with respect to Sections 1.1, 2.6, 2.9, 2.10 and 3), and will be relieved of its Commitment and obligations under the Equity Commitment Letter and the Sponsor Letter Agreement (if applicable) if and only if (i) its Equity Commitment Letter and Sponsor Letter Agreement (if applicable) terminate in accordance with their respective terms, or (ii) the Majority Sponsor Investors authorize an increase in the amount of, or a modification of the form of, the Merger Consideration, such release, in the case of this clause (ii), to be effective as of the date and time the Merger Agreement is amended (or replaced) to reflect such change in amount or form of Merger Consideration, and the Majority Sponsor Investors shall not enter into or cause to be entered into any such amendment that does not provide for such release. Any Investor that elects to be released pursuant to this paragraph is referred to herein as an “Out Investor.” If a Sponsor Group becomes an Out Investor, such Out Investor shall not, and shall cause its affiliates not to, bid for or seek to acquire (whether directly or beneficially) any securities or assets of the Company or its subsidiaries for a period of 12 months from the date such Investor becomes an Out Investor.
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Investor Participation. The Investors shall not be required to participate in any upsizing above the base deal size of $150,000,000 nor any over-allotment exercise. The Investors’ allocation of Shares shall not be reduced should the Investors be allocated less than the Indicated Percentage Units to be sold in the IPO.
Sample 1
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Related to Investor Participation

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Equity Participation This Warrant is issued in connection with the Loan Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. '47-24-101, et seq. and that equity participation be permitted under saxx xxxxxxes and not constitute interest on the Note. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement, or any other agreement or document executed in connection with the Loan Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Loan Agreement, or any other document or instrument executed in connection with the Loan Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Note.

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.

  • Program Participation By participating in the CRF Program, Grantee agrees to: a. Not increase any Eligible Household’s rent through January 2021; b. Waive all costs, fees and charges incurred by Eligible Households as a result of non- payment or partial payment of rent during the impacted months; c. Not consider non-payment or partial payment by Eligible Households during impacted months when considering renewal of an Eligible Household’s lease, or, share this information with other rental properties, credit bureaus and tenant screening companies; d. Not initiate new Eligible Household evictions for non-payment of rent and must suspend all pending evictions of Eligible Households for nonpayment of rent for the duration of the rental payment assistance; e. Not issue a notice to vacate to Eligible Households for nonpayment of rent until the end of the Eviction Relief Period; and f. Not require Eligible Households to vacate the unit until 30 days after such notice.

  • Eligibility for Group Participation This section describes eligibility to participate in the Group Insurance Program.

  • COOPERATIVE PURCHASING PROGRAM PARTICIPATION Arkansas' Purchasing Law provides that local public procurement units (counties, municipalities, school districts, certain nonprofit corporations, etc.) may participate in state purchasing contracts. The contractor therefore agrees to sell to Cooperative Purchasing Program participants at the option of the program participants. Unless otherwise stated, all standard and special terms and conditions listed within the contract must be equally applied to such participants.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • No Equity Participation No document relating to the Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

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