Second Investment Sample Clauses

Second Investment. No later than one week after the conclusion of the Program, Investor (through itself and one or more affiliates) agrees to invest an additional $500,000 in exchange for, and the Company agrees to issue to Investor, one or more safes (as needed) substantially in the form attached as Exhibit A (the “Second Investment”) with a post-money floor valuation of $10,000,000; provided, that Investor will not be obligated to fund the Second Investment if (a) the Company loses one or more Founders prior to the conclusion of the Program, or (b) the Company voluntarily withdraws from participation in the Program for any reason. At Investor’s discretion, the Second Investment may be completed at any time prior to the conclusion of the Program. “Founder” means a full-time member of the Company’s founding team that holds at least 10% or more of the fully diluted capitalization of the Company.
Sample 1Sample 2
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Second Investment. Subject to the terms and conditions of this Agreement, TransAtlantic shall issue and sell, and Riata will arrange for one or more of the Riata Entities to subscribe for and purchase, 25,000,000 Common Shares in the capital of TransAtlantic (the “Second Investment Shares”) at a price per Common Share of Cdn. $0.36 and an aggregate purchase price of Cdn. $9,000,000 (the “Second Investment”).
Sample 1Sample 2
Second Investment. Subject to the terms and conditions of this Agreement, the Second Investment shall be completed at the offices of Xxxxxxx Xxxxx LLP at 9:00 a.m. on the first business day in Calgary, Alberta following Shareholder Approval of the Second Investment pursuant to Section 4.2 or at such other time and place as the Parties may agree (the “Second Closing”).
Sample 1
Second Investment. (i) Upon or as soon as practicable immediately after the earlier of (x) the public announcement by the Company of the granting of approval by the FDA regarding the use of the Company's ICD model 2010 (the "2010 Approval"), or (y) the actual date of the grant by the FDA of the 2010 Approval (the earlier of such dates, the "2010 Announcement"), the Company will issue and sell to the Investor, and the Investor will purchase from the Company, at the Second Investment Closing (as defined below): (A) an aggregate amount of shares of Common Stock, rounding such amount up to the nearest whole number (the "Second Investment Shares"), equal to the sum of $5.0 million (the "Second Investment Purchase Price") divided by a per share price (the "Second Investment Share Price") equal to: (1) one hundred thirty percent (130%) of the Second Investment Market Price (defined below) if the Second Investment Market Price is less than or equal to $6.73 per share; (2) $8.75 if the Second Investment Market Price is between $6.73 per share and $7.29 per share; and (3) one hundred twenty percent (120%) of the Second Investment Market Price if the Second Investment Market Price is equal to or greater than $7.29 per share; and (B) Warrants to purchase Common Stock in an amount equal to sixty percent of the number of the Second Investment Shares (the "Second Investment Warrants"), with such Warrants to have an exercise price equal to the Second Investment Share Price, to be exercisable at any time prior to the third anniversary of the Second Investment Closing Date, and to contain such other terms and conditions as set forth in the form of Warrant attached hereto as Exhibit A-2. (ii) The Second Investment Purchase Price shall be reduced by the amount of the Second Investment Share Price allocable to any fractional shares which would be generated by the above formula. For the purposes of this Agreement, "Second Investment Market Price" shall mean the average Quoted Price for all trading days within the fifteen (15) trading days ending two day(s) prior to the date of the 2010 Announcement.
Sample 1
Second Investment. Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained herein, upon the satisfaction of the conditions set forth in clauses (d), (e) and (f) of this paragraph 2.2 on or before November 13, 1998, the Investor shall purchase and the Company shall sell and issue to the Investor (a) Debentures at an aggregate purchase price of $400,000, which shall be issued and delivered against receipt of funds as contemplated by Section 3 of this Agreement in four equal Debenture forms of $100,000 face amount each and (b) the Second Investment Warrant (the "Second Investment"). The parties expressly waive satisfaction of those conditions set forth in subparagraphs (a), (b) and (c) of this Section 2.2 prior to the closing of the Second Investment. 2. Paragraph 2.3 of the Purchase Agreement is hereby amended to delete the following words in the fourth line of said paragraph: "in the month of December 1998." 3. In consideration of the Investor making the Second Investment as contemplated in Section 2.2 hereof: (a) The form of Debenture attached to the Purchase Agreement as Exhibit "A" will be amended as contemplated in Exhibit "B" attached hereto (specifically, to reduce the Ceiling Price to 105% of the average closing bid price of the Common Stock for the twenty days prior to the effective date of the registration statement contemplated by the Registration Rights Agreement) and by this reference incorporated herein, and the form of Debenture, as amended, will be issued to the Investor representing the Second Investment; and (b) The Company will deliver to the Investor an amendment to the outstanding Convertible Debentures CD98-001 through CD98-010 in the form of the amendment attached hereto as Exhibit "B". 4. This Amendment to the Purchase Agreement constitutes a part of and a modification to the Purchase Agreement, and references herein to the Purchase Agreement shall mean the Purchase Agreement as modified hereby. Except as modified hereby, the Purchase Agreement shall remain in full force and effect in accordance with its stated provisions. 5. This Amendment may be signed in counterparts, each of which shall constitute an original and which together shall constitute one and the same agreement. Either party hereby may confirm legal delivery of the signed counterparts by facsimile delivery of a copy of this Amendment to the other party. 6. Capitalized terms used herein and not otherwise defined shall have the m...
Sample 1
Second Investment. Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained herein, upon the satisfaction of the conditions set forth below, on or before December 31, 1998, the Investor shall purchase and the Company shall sell and issue to the Investor (a) Debentures at an aggregate purchase price of $400,000, which shall be issued and delivered against receipt of funds as contemplated by Section 3, below, in four equal Debenture forms of $100,000 face amount each and (b) the Second Investment Warrant (the "Second Investment"). The obligation of the Investor to make the Second Investment shall be subject to the satisfaction of the following conditions: (a) The average closing bid price of the Common Stock for the month of November 1998 shall be $2.10 or above; (b) The effective date of the registration statement contemplated by the Registration Rights Agreement is within 120 days of the date hereof; (c) The registration statement on Form S-3 (Registration No. 333- 42631) is not subject to any suspension of effectiveness and has not been so subject for a period in excess of ten (10) days during the period commencing on the date hereof and ending on November 30, 1998; (d) The representations and warranties of the Company shall be true and correct as of the date of the Second Investment; (e) The trading in the Common Stock shall not have been suspended by the SEC or the Nasdaq Stock Market, and the Common Stock shall not have been delisted from the Nasdaq Stock Market; (f) The Company shall have delivered to the Investor an opinion of Company's counsel in form and substance similar to the opinion delivered in connection with the First Investment.
Sample 1
Second Investment. No later than one week after the conclusion of the Program, Investor (through itself and one or more affiliates) agrees to invest an additional $500,000 in exchange for, and the Company agrees to issue to Investor, one or more safes (as needed) substantially in the form attached as Exhibit A (the “Second Investment”) with a post-money floor valuation of $10,000,000; provided, that Investor will not be obligated to fund the Second Investment if (a) the Company loses one or more Founders prior to the conclusion of the Program, or (b) the Company voluntarily withdraws from participation in the Program for any reason. At Investor’s discretion, the Second Investment may be completed at any time prior to the conclusion of the Program. “Founder” means an employee or other service provider of the Company that (x) holds 10% or more of the fully-diluted capitalization of the Company, (y) attends events in the Program in person or by videoconference or (z) is designated by the Company as a founder or co-founder in written communication to Investor at any time.
Sample 1
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Second Investment. Subject to the fulfillment of the conditions listed in Section 4 of this letter agreement, the Investor shall have the option, at any time prior to September 30, 2011, to purchase from the Company an additional One Million Seven Hundred Thousand (1,700,000) Units, at a price of $0.10 Unit ($170,000 total) and on the same terms as provided in Section 1 above. The Investor may exercise the option by delivering written notice of exercise to the Company on or before September 30, 2011. The purchase shall be consummated within five (5) business days of the delivery of the investor’s notice.
Sample 1

Related to Second Investment

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • PIPE Investment (a) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

  • Commingling and Investment The Trustee is expressly authorized in its discretion: (a) To transfer from time to time any or all of the assets of the Fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and (b) To purchase shares in any investment company registered under the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq., including one which may be created, managed, underwritten, or to which investment advice is rendered or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

  • Equity Investments Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an amount not less than the Minimum Equity Amount shall have been made.

  • Restricted Investment Make or have, or permit any Subsidiary of Borrower to make or have, any Restricted Investment.

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Investments No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.

  • Acquisitions and Investments Borrower will not, nor will it permit any Subsidiary of Borrower to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries of Borrower), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Entity Acquisition of any Person, except: (i) Cash Equivalents; (ii) Investments in existing Subsidiaries of Borrower, Investments in Subsidiaries of Borrower formed for the purpose of developing or acquiring industrial properties, or Investments in existing or newly formed joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing industrial properties; (iii) transactions permitted pursuant to Section 6.12; (iv) Investments permitted pursuant to Section 6.23; and (v) Entity Acquisitions of Persons whose primary operations consist of the ownership, development, operation and management of industrial properties; provided that, after giving effect to such Entity Acquisitions and Investments, Borrower continues to comply with all its covenants herein. Entity Acquisitions permitted pursuant to this Section 6.15 shall be deemed to be “Permitted Acquisitions”.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

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