Investor Rights. (i) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option prior to the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation, the Investors will be entitled to exercise the Repurchase Option, in the manner set forth in this paragraph 3, for the Employee Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable, ---------------- but in any event within thirty (30) days after the Company determines that there will be any Available Shares (and in no event later than the last to occur of (i) the 45/th/ day following the Termination Date, (ii) the 45/th/ day following the date any Employee Stock is issued, in the case of any Employee Stock issued after the Termination Date or (iii) the 45/th/ day after the date the Company becomes aware of Employee's participation in any Competitive Activity during the Noncompete Period (but in no event later than the 45/th/ day after the expiration of the Noncompete Period), in the case of any such participation), the Company will deliver written notice (the "Option Notice") to the Investors ------------- setting forth the number of Available Shares and the price for each Available Share.
(ii) Each of the Investors will initially be permitted to purchase its pro rata share (based upon the number of shares of Common Stock then held by such Investors) of the Available Shares. Each Investor may elect to purchase any number of the Available Shares (subject to the preceding sentence) by delivering written notice to the Company within 30 days after receipt of the Option Notice from the Company (such 30-day period being referred to herein as the "Election -------- Period"). ------
(iii) As soon as practicable but in any event within five (5) days after the expiration of the Election Period, the Company will, if necessary, notify the Investors electing to purchase Available Shares of any Available Shares which Investors have elected not to purchase and each of the electing Investors will be entitled to purchase the...
Investor Rights. At the Closing, the Company, the Investor and the other parties thereto will each enter into the Investor Rights Agreement, substantially in the form attached as Exhibit D hereto.
Investor Rights. All Shares issuable upon exercise of this Warrant are subject to the registration rights provisions of the Amended and Restated Rights Agreement dated March 22, 1999 (the "Rights Agreement"), as such agreement may be amended from time to time.
Investor Rights. (a) Any rights of JAFCO under this Agreement may, without prejudice to the rights of JAFCO to exercise any such rights, be exercised by JAFCO Investment (Asia Pacific) Ltd. (“JIAP”) or any other fund manager of JAFCO or their nominees (“JAFCO Manager”), unless JAFCO has (i) given notice to the other parties that any such rights cannot be exercised by JIAP or a JAFCO Manager; and (ii) not given notice to the other parties that such notice which is given under this Section 10.12 has been revoked.
(b) Any rights of Granite under this Agreement may, without prejudice to the rights of Granite to exercise any such rights, be exercised by any fund manager of Granite or its nominees (“Granite Manager”), unless Granite has (i) given notice to the other parties that any such rights cannot be exercised by a Granite Manager; and (ii) not given notice to the other parties that such notice which is given under this Section 10.12 has been revoked.
(c) Any rights of IFC under this Agreement may, without prejudice to the rights of IFC to exercise any such rights, be exercised by a fund manager of IFC or its nominees (“IFC Manager”), unless IFC has (i) given notice to the other parties that any such rights cannot be exercised by an IFC Manager; and (ii) not given notice to the other parties that such notice which is given under this Section 10.12 has been revoked.
(d) Any rights of Sumitomo under this Agreement may, without prejudice to the rights of Sumitomo to exercise any such rights, be exercised by any fund manager of Sumitomo or its nominees (“Sumitomo Manager”), unless Sumitomo has (i) given notice to the other parties that any such rights cannot be exercised by a Sumitomo Manager; and (ii) not given notice to the other parties that such notice which is given under this Section 10.12 has been revoked.
(e) Any rights of Mitsubishi under this Agreement may, without prejudice to the rights of Mitsubishi to exercise any such rights, be exercised by any fund manager of Mitsubishi or its nominees (“Mitsubishi Manager”), unless Mitsubishi has (i) given notice to the other parties that any such rights cannot be exercised by a Mitsubishi Manager; and (ii) not given notice to the other parties that such notice which is given under this Section 10.12 has been revoked.
(f) Any rights of DFJ under this Agreement may, without prejudice to the rights of DFJ to exercise any such rights, be exercised by any fund manager of DFJ or its nominees (“DFJ Manager”), unless DFJ has (i) given...
Investor Rights. Purchaser shall use its commercially reasonable --------------- best efforts to cause its Amended and Restated Investor Rights Agreement to be amended by the parties thereto to entitle Indirect Parent to the piggy-back registration rights specified therein with respect to the Purchaser Preferred Stock.
Investor Rights. Except for such rights as have been satisfied or waived, there are no persons with pre-emptive rights, registration rights or other similar rights to (i) purchase the Securities or (ii) have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act.
Investor Rights. During the period commencing on the date of issuance of the Shares and ending on the earlier of (i) a Change of Control of Iterum and (ii) the IPO, Parent shall allow one representative designated by Pfizer (the “Pfizer Representative”) to attend meetings of the Parent’s board of directors and provide the Pfizer Representative with copies of certain materials in accordance with Section 3.7 of the Investor Rights Agreement. [ * ]. Nothing in this Section 4.8 shall be construed to limit any of Pfizer’s rights under Section 3.7 of the Investor Rights Agreement.
Investor Rights. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights and such other rights as are set forth on Exhibit B hereto.
Investor Rights. Upon exercise of this Warrant for any or all of the Shares, the holder of this Warrant shall become a party to each of (i) that certain Second Amended and Restated Investor Rights Agreement, dated as of September 24, 2007, by and among the Company and certain of its stockholders, as amended from time to time (the “Investor Rights Agreement”) and (ii) that certain Seconded Amended and Restated Stockholders’ Agreement, dated as of September 24, 2007, by and among the Company and certain of its stockholders as amended from time to time (the “Stockholders Agreement”; and together with the Investor Rights Agreement, the “Company Agreements”).
Investor Rights. 9.1 Any further fund raising will similarly be by way of issuing new shares (be it by way of ordinary shares (regardless of share class), preferential shares, share options and/or similar instruments), with the shareholding interests of the then existing Shareholders diluted on a pro rata basis accordingly.
9.2 The Board reserved matters mentioned in Schedule 4 shall require the prior written consent or affirmative vote at the relevant Board meeting of a majority of the Board, including the prior written consent or affirmative vote of the directors appointed by the Lead Investor.
9.3 The Shareholders’ reserved matters mentioned in Schedule 5 shall require the prior written consent or affirmative vote at the relevant Shareholders’ meeting of the Shareholders collectively holding no less than 50% of the share capital of the Company as such point in time, including the prior written consent or affirmative vote of the Lead Investor.
