Opportunity to Participate Sample Clauses

Opportunity to Participate. The Agent hereby represents, agrees and acknowledges that all Lenders (other than any Restricted Lenders) have been provided with a reasonable opportunity (as determined in the good faith judgment of the Agent) on and prior to the date hereof to become a party to this Agreement and to receive the most-favorable treatment under this Agreement that is provided to any other Person (including the opportunity to participate on a pro rata basis on the same terms in the LIFO Revolving Loans permitted to be issued as a result of this Agreement, to participate in all other applicable amendments, waivers and supplements set forth herein and, for the avoidance of doubt, subject to the credit support provided under the Sponsor Guaranty with respect to the LIFO Revolving Loans), as contemplated under Section 9.1(a)(Y) of the Credit Agreement (the foregoing, the “Most Favored Deal Terms”). The Credit Parties hereby represent, agree and acknowledge that they were willing to execute and effectuate this Agreement and the transactions related thereto even if all Lenders were Consenting Lenders hereunder and received the Most Favored Deal Terms.
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Opportunity to Participate. In connection with the preparation of each Registration Statement in respect of a Demand Registration or a Piggyback Registration, the Company shall give each Participating Stockholder Party and its underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such Registration Statement and the related Prospectus, including each amendment thereof or supplement thereto, and any correspondence to the SEC (including its staff) responding to comments on the Registration Statement or Prospectus, and shall give each of them such access to the financial and other records, corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Participating Stockholder Party, such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. In the case of a Demand Registration, the Company shall not file any such Registration Statement or Prospectus, including any amendment thereof or supplement thereto, or response letter to which any Participating Stockholder Party or any such counsel reasonably objects.
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Opportunity to Participate. If CuraGen proposes to enter into an agreement to sell or otherwise dispose of for value (such sale or other disposition for value being referred to as a “Tag-Along Sale”) more than 3,073,611 shares (as adjusted for any stock dividends, stock splits, recapitalizations, consolidations or the like) of Common Stock in a single or series of transactions, then CuraGen shall afford the holders of shares of the Series B Preferred Stock the opportunity to participate proportionately in such Tag-Along Sale (the person(s) being afforded the opportunity to participate proportionately in such Tag-Along Sale being referred to as the “Tag-Along Stockholders”) in accordance with this Section 8. For purposes of this Section 8, the term “Common Stock” shall include shares of Common Stock issuable upon the conversion of securities convertible into Common Stock.
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Opportunity to Participate. With respect to the Partnership's investment in each of RMH Teleservices, Inc., Sky Alland Research, Inc. and Harmonic Systems Incorporated, each Special Limited Partner has made additional capital contributions in the amount set forth opposite such Partner's name on Exhibit A hereto. With respect to the first seven Portfolio Investments made by the Partnership after the date hereof, each Special Limited Partner who is, at the time of such investment, an Outside Director, shall make additional capital contributions to the Partnership and shall acquire a share of the Partnership's distributions, profits and losses arising from such Portfolio Investment, subject to the terms set forth in this Agreement. The Special Limited Partners shall also have the right to make follow-on investments in Portfolio Investments as set forth in Section 7.02(b).
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Opportunity to Participate. In the event of a Determination of Taxability, Buyer shall give Xcel Energy written notice and Xcel Energy may at its sole expense participate, either directly or in the name of Black Mountain. Buyer shall cause action to be taken, including the giving of powers of attorney, as shall be necessary to enable Xcel Energy to participate in proceedings in the name of Black Mountain.
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Opportunity to Participate. In the event the Company intends to pursue any “private investment in public equity” transaction in connection with a “business combination” (as defined in the Company’s amended and restated memorandum and articles of association that the Company will adopt immediately prior to the IPO and as further described in the Registration Statement), the Purchaser shall have the opportunity to participate in such transaction.
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Opportunity to Participate. Other than with respect to a Registration Statement to be filed in connection with the Company’s Initial Public Offering, at any time after a date more than 181 days after the consummation of an Initial Public Offering, and so long as not otherwise inconsistent with any Lock Up agreement given to the Company’s underwriters in the Initial Public Offering, whenever the Company proposes to file a Registration Statement (other than by a registration on Form S-4 or Form S-8, any successor forms, or any form not available for registering shares for sale to the public pursuant to a public offering or pursuant to registrations in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within thirty (30) days after the Company provides such notice, the Company shall use reasonable commercial efforts to cause all Registrable Shares owned by such Holders, which the Company has been requested by such Holder or Holders to register, to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1.3 without obligation to any Holder.
Sample 1
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Opportunity to Participate. Other than with respect to a Registration Statement to be filed in connection with the Company’s Initial Public Offering, whenever the Company proposes to file a Registration Statement (other than by a registration on Form S-4 or Form S-8, any successor forms, or any form not available for registering shares for sale to the public pursuant to a public offering or pursuant to registrations in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within thirty (30) days after the Company provides such notice, the Company shall use reasonable commercial efforts to cause all Registrable Shares owned by such Holders, which the Company has been requested by such Holder or Holders to register, to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1.3 without obligation to any Holder.
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Opportunity to Participate. Whenever the Company proposes to file a Registration Statement (other than by a registration on Form S-4 or Form S-8, any successor forms, or any form not available for registering shares for sale to the public pursuant to a public offering or pursuant to registrations in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within thirty (30) days after the Company provides such notice, the Company shall use reasonable commercial efforts to cause all Registrable Shares owned by such Holders which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.3 without obligation to any Holder.
Sample 1

Related to Opportunity to Participate

  • Opportunity to Review Securityholder acknowledges receipt of the Merger Agreement and represents that he, she, or it has had (i) the opportunity to review, and has read, reviewed and understands, the terms and conditions of the Merger Agreement and this Agreement, and (ii) the opportunity to review and discuss the Merger Agreement, the Transactions and this Agreement with his, her or its own advisors and legal counsel.

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • Opportunity to Ask Questions You have had the opportunity to ask questions about the Company and the investment. All your questions have been answered to your satisfaction.

  • Eligibility to Participate To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Sections 2.1 and 11, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • OPPORTUNITY TO DISCUSS The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

  • Election to Participate Within 15 business days after delivery of the Participation Notice, each Capital Partner desiring to accept the offer pursuant to Section 6.2.2 shall send an irrevocable commitment (each a “Participation Commitment”) to the Partnership specifying the amount or proportion of Securities which such Capital Partner desires to be issued (each a “Participating Buyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the terms and conditions applicable to the Pre-Emptive Issuance remain as stated in the Participation Notice, each such Participating Buyer shall be obligated to acquire in the Pre-Emptive Issuance on the same terms and conditions, with respect to each Security issued, as the Pre-Emptive Transferees such amount or proportion of Securities as such Participating Buyer shall have specified in such Participating Buyer’s Participation Commitment. Each Capital Partner that does not accept such offer shall be deemed to have waived all of such holder’s rights under this Article VI with respect to the Pre-Emptive Issuance specified in the Participation Notice, and the Partnership shall thereafter be free to issue Securities in such Pre-Emptive Issuance to the Pre-Emptive Transferees and any Participating Buyers, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Pre-Emptive Transferees and any Participating Buyers than those set forth in the Participation Notice. If the principal terms of such proposed Pre-Emptive Issuance change such that they are more materially favorable in the aggregate to the Participating Buyers than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article VI separately complied with, in order to consummate such Pre-Emptive Issuance. In the event a Capital Partner breaches its obligation to purchase such Securities after delivering a Participating Commitment, such Capital Partner shall be deemed to have waived all of such holder’s rights under this Article VI with respect to such Pre-Emptive Issuance and all future Pre-Emptive Issuances.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Opportunity for Review Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.

  • Opportunity to Cure Notwithstanding Sections 5.1.2 and 5.1.3, it shall be a condition precedent to a party’s right to terminate Executive’s employment for Cause or Good Reason, as applicable, that (a) such party shall have first given the other party written notice stating with reasonable specificity the breach on which such termination is premised within ninety (90) days after the party providing such notice becomes aware of such breach, and (b) if such breach is susceptible of cure or remedy, such breach has not been cured or remedied within forty-five (45) days after receipt of such notice.

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