Option to Invest Sample Clauses

Option to Invest. The Borrower shall have entered into a binding agreement with the Lenders, in form and substance reasonably satisfactory to the Lenders, pursuant to which the Borrower shall grant to the Lenders an irrevocable option to invest up to $10,000,000 in the Equity Interests of the Borrower.
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Option to Invest. Trango will have the option (but not the obligation) to acquire all (but not less than all) of the Option Interest (as hereinafter defined) in consideration for the payment to Rackspace of the Purchase Price (as hereinafter defined) (herein the "OPTION TO INVEST"). If Trango exercises such Option to Invest, it shall acquire the Option Interest through a new limited partnership to be formed, of which Trango will be sole general partner, which will be pursuant to a limited partnership agreement on substantially the same terms as the Agreement of Limited Partnership of First Inning, with the limited partners being one or more of the Limited Partners of First Inning and/or Xxxxxx Xxxxxxx, the specific limited partners and the percentage of ownership of each shall be determined by Trango, in its sole and absolute discretion (herein "FIRST INNING II"). WARRANT FOR INVESTMENT IN RACKSPACE, LTD. PAGE 1 OF 7 PAGES
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Option to Invest. Investor shall have an option to purchase additional shares of Series B Preferred in two $500,000 tranches (each an "Additional Tranche" and collectively, the "Additional Tranches"). The Additional Tranches shall have expiration dates of February 15, 1998 and March 15, 1998, respectively, and shall have a purchase price equal to the product of (a) one hundred (100) and (b) 80% of the average of the high and low sale prices of the Company's Common Stock over the ten trading days immediately prior to the closing date of such Additional Tranche; PROVIDED, HOWEVER, that the purchase price for each Additional Tranche shall not exceed $60.00 per share and shall not be less than $40.00 per share.
Sample 1
Option to Invest. Xxxxxxx shall be granted a forty-five day option to make an investment in Resilent. The investment shall consist of acquiring 2,000 A Units for a purchase price of $250,000. This right shall be assignable by Resilent, with the approval of the Resilent Board of Directors.
Sample 1
Option to Invest. Notwithstanding whether Socket achieves the Milestones by or before the Final Date, each Investor shall have an option to make an additional investment in any amount not to exceed $500,000 in the aggregate among all such Investors on the Additional Investment Terms. Such option shall expire on the fifth business day following the Final Date. Such option shall be exercised by written notice to Socket, which notice shall state the amount of the additional investment that such Investor intends to make and shall be in the form attached hereto as Exhibit C.
Sample 1
Option to Invest. At any time during the period ending on the later of (i) January 31, 2000 or (ii) 5 days after receipt of shareholder approval of the Investment, if necessary (the "Option Period"), at the sole option of the Investors and upon notice to the Company, the Investors shall have the right to purchase, and the Company shall have the obligation to sell, 6,000 shares of Class A Preferred Stock with an aggregate purchase price of $6,000,000 with Warrants to purchase 600,000 shares of Common Stock. Any such investment in the Class A Preferred Stock with Warrants shall be on the terms and conditions set forth herein and in the attached Exhibit A or on other terms and conditions no less favorable to the Investors than such terms and conditions as provided herein and in the attached Exhibit A. Without limiting the foregoing, at the sole option of the Investors and upon notice to the Company, the Investors shall have the right to purchase during the Option Period, in lieu of the Investment, and the Company shall have the obligation to sell, equity securities of the Company (or securities having equity features) purchased or negotiated to be purchased by any other party during the Option Period on the same terms and price per unit or share as such other party, with an aggregate purchase price of up to $6,000,000 as Argentum shall elect.
Sample 1
Option to Invest. If Armacor fails to satisfy its obligation to make all or any portion of the Cash Contribution under the Transaction Agreement, including Armacor’s obligation under Section 1(c) of the Transaction Agreement to make the loan contemplated by such Section of the Transaction Agreement (the “Armacor Loan”), then the Lender or its affiliates or designees shall have the option, in its sole discretion, to fund the shortfall, including the failure to make the Armacor Loan, up to the full amount of the Cash Contribution. If the Lender elects to fund the shortfall, the Lender shall provide written notice to the Borrower on or before December 31, 2018 of its desire fund such amount, which notice shall state the amount to be funded. In consideration for making such investment the Lender or its affiliates or designees shall receive (a) a number of shares of common stock of the Borrower that is equal to the quotient of the total investment amount divided by $0.04 (subject to equitable adjustments for stock splits, stock combinations and similar events) and (b) a five year warrant to purchase one share of common stock of the Borrower at an exercise price of $0.04 (subject to equitable adjustments for stock splits, stock combinations and similar events) for each share of common stock issued to the Lender or its affiliates or designees under clause (a) of this Section 5. If, at the time that the Lender or its affiliates or designees elects to fund such shortfall there is not sufficient common stock of the Borrower available for issuance to the Lender, then the Borrower shall issue to the Lender shares of its Series C Preferred Stock or another series of Borrower’s preferred stock having terms similar to the Series C Preferred Stock and having an equivalent value to the shares of common stock of the Borrower that would otherwise be issued to the Lender and the warrant issuable to the Lender shall provide that it is not exercisable until such time as there is sufficient common stock authorized to permit the issuance of the shares of common stock of the Borrower underlying such warrant. Upon making such investment, the Lender and the Borrower shall enter into a securities purchase agreement in form and substance reasonably satisfactory to the Borrower and the Lender and containing customary representations, warranties, covenants and indemnities. Notwithstanding the foregoing, Lender shall only be permitted to exercise the option granted under this Section 5 if no third party t...
Sample 1
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Related to Option to Invest

  • CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(G)) unless each of the following conditions are satisfied: (I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice; (II) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock; (III) the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Investor’s Put Notice Date; (IV) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and (V) the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market. If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

  • Conditions to Investor’s Obligation to Purchase The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor. 6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents. 6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent. 6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Additional Conditions to Issuance of Stock If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement of even date herewith by and among the Company and the other signatories thereto (the "Registration Rights Agreement").

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof [the Effective Date], except to the Underwriter or to the Designees.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Limitation on Transfer The Option shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in respect of any Permitted Transferee which is a trust or custodianship, the Option shall become exercisable and/or expire based on the Employment and termination of Employment of the Participant. All Shares obtained pursuant to the Option granted herein shall not be transferred except as provided in the Plan and, where applicable, the Management Investor Rights Agreement.

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

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