Proposed Fund Transactions Sample Clauses

Proposed Fund Transactions. (a) The Parties agree to negotiate in good faith to (i) permit the Fund to purchase $9 million in aggregate principal amount of senior subordinated convertible notes issued by DFR pursuant to the Senior Subordinated Convertible Notes Agreement, dated as of the date hereof, between DFR and CNP and (ii) modify the Fund Investment Protocol and the other investment guidelines of the Fund in a manner mutually agreeable to the Parties. (b) In consideration of Investor entering into this Agreement, DFR shall grant Investor warrants to purchase an aggregate of 200,000 shares of Common Stock of DFR at an exercise price of $4.25 per share expiring April 9, 2014 which warrants shall be substantially in the form of Warrant A as adjusted to take into account the terms of the Convertible Notes (the “Investor Warrants”). In consideration of services provided to DFR by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ Meadow (together, the “Operating Advisors”), DFR shall grant each of the Operating Advisors warrants to purchase an aggregate of 25,000 shares of Common Stock of DFR at an exercise price of $4.25 per share expiring April 9, 2014 which warrants shall be substantially in the form of Warrant A as adjusted to take into account the terms of the Convertible Notes (the “Advisor Warrants” and, together with the Investor Warrants, the “New Warrants”). DFR shall deliver original Investor Warrants to the Investor and original Advisor Warrants to the Operating Advisors on or prior to April 15, 2010; provided that such New Warrants shall not be delivered as set forth herein if the Investor has not delivered Warrant A and Warrant B to DFR for cancellation thereof pursuant to Section 2.1 hereof. (c) If the Parties are unable to come to agreement regarding Section 2.7(a) above within 45 days of the date hereof, then the Investor shall have the right, upon prior written notice to DLC GP, to withdraw its entire capital account balance in the Fund (including the portion of DLC GP’s capital account balance attributable to the Investor’s investment in DLC GP) as of the end of the month during which the Investor delivers such notice to DLC GP and if the Investor exercises such right to withdraw its entire capital account balance in the Fund, then DLC GP shall withdraw and distribute to DLM 100% of the portion of its capital account balance attributable to DLM’s investment in DLC GP as of the end of the month during which the Investor delivers such notice to DLC GP. Except as expressly set forth herein, suc...