Rollover Rights Sample Clauses

Rollover Rights. If at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than 15 days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal 80% of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Transaction to other investors in the Future Transaction. Notwithstanding the foregoing provisions of this Section 5, the Holder shall not be permitted to exercise the Rollover Rights in a public offering involving the offering of equity securities that will be listed on a national securities exchange unless the Holder executes and delivers to the Company at the closing of such public offering an industry-standard “lock up” letter with respect to such equity securities for a period not to exceed 90 days.
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Rollover Rights. If at any time while this Note is outstanding, the Company completes the S-1 Transaction or following the Maturity Date the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights. If the Future Financing is a registered underwritten public offering, the Holder agrees to enter into any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date of the registration statement relating to such offering, and (ii) all of the Company’s officers and directors are also required to enter into similar lock-up agreements.
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Rollover Rights. (a) Unless this Agreement is terminated early under Section 3.3, Section 14.4 or Section 14.6, Purchaser shall have rollover rights at the end of the Purchaser Term in accordance with FERC Order No. 890 et seq. and the FERC pro forma open access transmission service tariff, as such rights are defined as of the Effective Date. (b) Owner shall not enter into any contract or other arrangement for use of the NECEC Transmission Line that is inconsistent with Purchaser’s rollover rights, as provided herein.
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Rollover Rights. (a) Unless this Agreement is terminated early under Section 3.3, Section 15.3 or Section 15.4, Purchaser shall have rollover rights at the end of the initial Term in accordance with Order No. 890 et seq. and the FERC pro forma open access transmission service tariff, as such rights are defined as of the Effective Date. (b) If Purchaser chooses to exercise rollover rights in accordance with clause (a) above, Owner shall then prepare and deliver to Purchaser, no later than six months after such exercise, an engineering assessment, which shall include an assessment of (i) the ability of the Northern Pass Transmission Line to operate for the proposed extended Term, (ii) any upgrades or refurbishment required to support the operation of the Northern Pass Transmission Line for the proposed extended Term, and (iii) forecasted capital expenditures over the proposed extended Term. All costs and expenses incurred by Owner in connection with such engineering assessment shall be recoverable under the Formula Rate in accordance with Article 8. If such engineering assessment indicates that the Northern Pass Transmission Line is incapable of providing Firm Transmission Service for the full duration of the extended Term requested by Purchaser or if the costs required to support the operation of the Northern Pass Transmission Line for the proposed extended Term are unacceptable to Purchaser, in its sole discretion, then Purchaser shall have the right, exercisable in its sole discretion, to (A) revise its election to reduce the period of the extended Term or (B) waive its rollover rights. (c) Owner shall not enter into any contract or other arrangement for a Subsequent Use that is inconsistent with Purchaser’s rollover rights, as provided herein.
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Rollover Rights. Each Purchaser acknowledges solely on behalf of itself the rights of the holders of the Company’s Series G Preferred Stock to exchange the Liquidation Value (as defined in the Certificate of Designation of the Series G Preferred Stock) of the Series G Preferred Stock for Series H Preferred Stock or Series I Preferred Stock (the “Rollover Rights”) pursuant to Section 4 of the Certificate of Designation of the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on December 1, 2011, as amended by the Certificate of Increase of Series G Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2012 and the Series G Subscription Agreements. The Company represents and warrants to each of the Purchasers that each holder of Series G Units provided representations and warranties substantially identical to those set forth in Section 5 of the Series G Unit Subscription Agreement, dated December 1, 2011, by and among the Company, PCA LSG Holdings, LLC, Pegasus Partners IV, L.P., LSGC Holdings II LLC, Ensemble Lights, LLC, Belfer Investment Partners L.P., Lime Partners, LLC, Xxxx Xxxxxxxx and Xxxx Xxxxxx, to, and for the benefit of, the Company in connection with their purchase or acquisition of such Series G Units. As of the date hereof, holders of Series G Preferred Stock have exercised Rollover Rights to exchange (x) 4,346 shares of Series G Preferred Stock for shares of Series H Preferred Stock and (y) 49,995 shares of Series G Preferred Stock for shares of Series I Preferred Stock. As of the date hereof, holders of all outstanding shares of Series G Preferred Stock have exercised the Rollover Rights and no shares of Series G Preferred Stock will be outstanding immediately following the Closing. Promptly following the date hereof, the Company shall file a Certificate of Elimination to the Certificate of Incorporation eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation of the Series G Preferred Stock (the “Certificate of Elimination”). No Purchaser shall object to and each Purchaser shall take all commercially reasonable actions to permit the Company to effect the exchanges of Series G Preferred Stock pursuant to the Rollover Rights and effect the transactions contemplated by the Certificate of Elimination as provided in this Section 4(a).
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Rollover Rights. If at any time while this Note is outstanding, the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than three (3) Business Days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within two (2) Business Days after receipt of notice of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights.
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Rollover Rights. If at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked or debt securities in an amount greater than $350,000 (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal seventy-five percent (75%) of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights.
Sample 1
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Rollover Rights. The rights of the Generator under the Duke, Pinnacle and Reliant TSAs to rollover long-term firm transmission service at the expiration of such TSAs will be governed by the provisions of Section 2.2 of NPC's Tariff or of the applicable provisions of any successor tariff, as such provisions may be modified in accordance with FERC policy. Duke, Pinnacle and Reliant agree to engage in nonbinding communications with NPC regarding their intention to exercise rollover rights at the expiration of the TSAs that are the subject of this Agreement, so that NPC may plan its system accordingly. In order to effectuate this commitment, NPC will file amended TSAs that will include a new Section 5.0 in the form set forth in Exhibit B to this Agreement.
Sample 1

Related to Rollover Rights

  • Transfer Rights Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained.

  • Member Rights The Subscriber Agreement (SA) shall include a complete statement that a Member shall have the right to:  Available and accessible services when medically necessary, 24 hours per day, 7 days per week for Urgent or Emergency Health Care Services, and for other Health Care Services as defined by the Agreement;  Be treated with courtesy and consideration, and with respect for the Covered Person's dignity and need for privacy;  Be provided with information concerning our policies and procedures regarding products, services, Providers, Appeals procedures and other information about Presbyterian Health Plan;  To choose a Primary Care Practitioner within the limits of the Covered Benefits, plan network, and as provided by this rule, including the right to refuse care of specific Health Care Professionals;  Receive from the Covered Person's Physician(s) or Provider, in terms that the Covered Person understands, an explanation of his or her complete medical condition, recommended treatment, risk(s) of the treatment, expected results and reasonable medical alternatives, irrespective of our position on treatment options; if the Covered Person is not capable of understanding the information, the explanation shall be provided to his or her next of kin, guardian, agent or surrogate, if available, and documented in the Covered Person's medical record;  All the rights afforded by law, rule, or regulation as a patient in a licensed Health Care Facility, including the right to refuse medication and treatment after possible consequences of this decision have been explained in language the Covered Person understands;  Prompt notification, as required in this rule, of termination or changes in benefits, services or Practitioner/Provider network;  File a Complaint or Appeal with us or the Superintendent and to receive an answer to those Complaints in accordance with existing law;  Privacy of medical and financial records maintained by us and our Health Care Providers, in accordance with existing law;  Know upon request of any financial arrangements or provisions between Presbyterian Health Plan and our Practitioners/Providers which may restrict referral or treatment options or limit the services offered to Covered Persons;  Adequate access to qualified Health Professionals for the treatment of Covered Benefits near where the Covered Person lives or works within our Service Area;  To the extent available and applicable to us, to affordable health care, with limits on Out-of-pocket expenses, including the right to seek care from a non-participating (Out-of-network) Provider, and an explanation of a Covered Person's financial responsibility when services are provided by a non- participating (Out-of-network) Provider, or provided without required Prior Authorization;  An approved example of the financial responsibility incurred by a Covered Person when going Out-of-network; inclusion of the entire “billing examples” provided by the Superintendent available on the Division's website at the time of the filing of the plan will be deemed satisfaction of this requirement; any substitution for, or changes to, the Division's “billing examples” requires written approval by the Superintendent, in our Health Care Benefit Plan that provides benefits for Out-of-network Coverage;  Detailed information about Coverage, Maximum Benefits, and Exclusions of specific conditions, ailments or disorders, including restricted Prescription benefits, and all requirements that a Covered Person must follow for Prior Authorization and Utilization Review;  A complete explanation of why care is denied, an opportunity to Appeal the decision to our internal review, the right to a secondary Appeal, and the right to request the Superintendent’s assistance.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • EMPLOYER RIGHTS The union recognizes the Employer’s right to operate and manage its business and facilities. Except where limited by a specific provision of this Agreement, all rights are subject to the Employer’s exclusive control. These rights include but are not limited to the following: to determine the number of employees to be employed in each operation, shift, or department; to establish, change, modify, interpret or abolish the Employer’s policies and procedures; to increase or diminish, change, improve or discontinue operations, programs and jobs, in whole or in part; to increase or diminish, change, improve or discontinue personnel, in whole or in part; to hire, promote, and transfer employees; to suspend, discharge, demote and discipline employees for just cause; to determine the duties of and to direct employees in their duties, including direction as to the location of the work to be performed; to lay off employees; to authorize work to be performed by any outside person or entity as selected by the Employer, including the subcontracting of work; to evaluate the performance and competency of employees in their assigned work; to increase or change the content, substance or methodology of any work assignment; to determine materials and equipment to be used; to reward and pay employees; and to determine working schedules, including allocation of and requirement of overtime. The parties recognize that the above list is for illustrative purposes and does not exclude those rights and responsibilities not mentioned above. The Employer’s failure to exercise any right, prerogative or function hereby reserved to it, or the Employer’s exercise of any such right, prerogative or function in a particular way, shall not be considered a waiver of the Employer’s right to exercise such right, prerogative or function or preclude it from exercising the same in some other way not in conflict with the expressed provisions of this Agreement.

  • TEACHER RIGHTS X. Xxxxxxxx to Act 379 of the Public Acts of 1965, the Board hereby agrees that every employee of the Board shall have the right freely to organize, join and support the Association for the purpose of engaging in collective bargaining or negotiation and other concerted activities for mutual aid and protection. As a duly elected body exercising governmental power under the color of the law of the State of Michigan, the Board undertakes, and agrees that it will not directly or indirectly discourage or deprive or coerce any teacher in the enjoyment of any rights conferred by Act 379 or other laws of Michigan or the Constitutions of Michigan and the United States; that it will not discriminate against any teacher with respect to hours, wages or any term or condition of employment by reason of his/her membership in the Association, his/her participation in any activities of the Association or collective professional negotiations with the Board, or his/her institution of any grievance, complaint or proceeding under this or otherwise with respect to terms or conditions of employment. B. Nothing contained herein shall be construed to deny or restrict to any teacher, rights he/she may have under the Michigan General School Laws, or applicable civil service laws and regulations. The rights granted to teachers hereunder shall be deemed to be in addition to those provided elsewhere. C. The Association and its representatives shall have the right to use school buildings at all reasonable hours for meetings, provided that when special custodial service is required, the Board may make a reasonable charge therefore. No charge shall be made for use of school rooms before the commencement of the school day or until 6:00 p.m. X. Xxxx authorized representatives of the Association and their respective affiliates shall be permitted to transact official Association business on school property at all reasonable times provided that this shall not interfere with or interrupt normal school operations. E. The Association shall have the right to use School facilities and equipment, including typewriters, computers, copiers and all type of audio-visual equipment, calculating machines and data projectors and smart boards at reasonable times, when such equipment is not otherwise in use. The Association shall pay for the cost of all materials and supplies incidental to such use. F. The Association shall have the right to post notices of activities and official Association business on teacher bulletin boards, at least one of which shall be provided in each teacher’s lounge. The Association shall determine what constitutes official Association activities and business. The Association may use the district mail service, electronic mail and teacher mailboxes for communications to teachers. Administration cannot guarantee confidentiality of electronic correspondence. Electronic correspondence must comply with the acceptable use policy and may be subject to FOIA request protocol. G. The Board agrees to furnish to the Association in response to written requests all available information concerning the financial resources of the district, including but not limited to: annual financial reports and audits, register of certificated personnel, tentative budgetary requirements and allocations (including County Allocation Board budgets), agendas and minutes of all Board meetings, treasurer’s reports, census and membership data, names and addresses of all teachers, salaries paid thereto and educational background, and such other information as will assist the Association in developing intelligent, accurate, informed and constructive programs on behalf of the teachers, together with information which may be necessary for the Association to process any grievance or complaint. H. The Board may consult with the Association on any new or modified fiscal, budgetary or tax programs, construction program, or major revision of educational policy, which are proposed or under consideration and the Association may be given opportunity to advise the Board with respect to said matters prior to their adoption and/or general publications. I. The teachers shall be entitled to full rights of citizenship and no religious or political activities of any teacher or the lack thereof shall be grounds for any discipline or discrimination with respect to the professional employment of such teacher. Consistent with the Code of Ethics of the Educational Profession, the private and personal life of any teacher is not within the appropriate concern or attention of the Board. J. The provisions of this Agreement shall be applied without regard to race, creed, religion, color, national origin, disability, age, gender or marital status. K. The rights granted herein to the Association shall not be granted or extended to any competing labor organization. L. The Board shall place on the Agenda of each regular Board meeting as one of the first items or consideration under “New Business” any matters brought to its consideration by the Association so long as those matters are made known to the Superintendent’s Office by 4 o’clock of the Thursday evening prior to the regular meeting.

  • Our Rights You acknowledge that We are not obligated to use Your Contribution as part of the Material and may decide to include any Contribution We consider appropriate.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

  • OTHER RIGHTS, ETC (a) The failure of Lender to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Security Instrument. Borrower shall not be relieved of Borrower's obligations hereunder by reason of (i) the failure of Lender to comply with any request of Borrower or any guarantor or indemnitor with respect to the Loan to take any action to foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Debt or any portion thereof, or (iii) any agreement or stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Security Instrument or the other Loan Documents. (b) It is agreed that the risk of loss or damage to the Property is on Borrower, and Lender shall have no liability whatsoever for decline in value of the Property, for failure to maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured. Possession by Lender shall not be deemed an election of judicial relief, if any such possession is requested or obtained, with respect to any Property or collateral not in Lender's possession. (c) Lender may resort for the payment of the Debt to any other security held by Lender in such order and manner as Lender, in its discretion, may elect. Lender may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to foreclose this Security Instrument. The rights of Lender under this Security Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Lender shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Lender shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.

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