Strategic Investors. FT and DT shall cause each Person which, as a result of an acquisition of Beneficial Ownership of any equity interest in a Qualified Subsidiary, would become a Strategic Investor (and any Person who Beneficially Owns more than 35% of the Voting Power, or otherwise Controls, such acquiring Person) to execute a Strategic Investor Standstill Agreement prior to and as a condition to the effectiveness of such acquisition.
Strategic Investors. Notwithstanding anything in this Agreement or in any Transaction Document to the contrary, nothing in this Agreement or in any Transaction Document shall prohibit or restrict the Company’s ability to, and the Company shall have the right to, offer, sell or otherwise issue, any of its securities to one or more Strategic Investors; provided, however, if, prior to the Filing Date, the Company proposes to sell its securities to one or more Strategic Investors for gross cash proceeds in excess of $20,000,000, then, prior to consummating such sale, the Company shall have received the written consent from the Purchasers who, on the Closing Date, acquired 66.6% or more of the number of Shares sold pursuant to this Agreement; provided, further, however, each Purchaser hereby agrees to keep the receipt and substance of any such notice confidential, until such time as the subject transaction has been publicly disclosed by the Company or such Purchaser has received further written notice from the Company that such transaction has been terminated.
Strategic Investors. The General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more strategic investors, including Affiliates of the General Partner ("Strategic Investors") investing in Properties in which the Fund invests if the General Partner determines that such investment would be beneficial to the Fund; for example, in diversifying the investments made or to be made by the Fund, in successful operation of the Property, or in disposing of the Property or otherwise adding value to the Property. If such Strategic Investor is a Partner or Fund Investor, any such co-investment may be made through an investment vehicle in which such Strategic Investor has an interest separate from its interest in the Fund, and if the General Partner and/or its Affiliates are the Strategic Investor, such co-investment shall have economic terms that are materially no more favorable to the General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement.
Strategic Investors. (i) Within 10 days following the date of this Agreement, the Company shall have received an amount equal to $114,500,000 in exchange for the sale of 211,372 shares of the Company's Series E Preferred Stock to investors other than Microsoft pursuant to the Investment Agreement, and (ii) after the date of this Agreement and prior to the Effective Time, the Company shall receive an amount equal to $35,500,000 in exchange for the sale of 65,534 shares of the Company's Series E Preferred Stock to investors other than Microsoft in substantially the same form as the Investment Agreement.
Strategic Investors. Subject to the Shareholders Agreement and the Charter Documents, the Parties agree that the Company may seek one or more additional investors (each, a “Strategic Investor”) to provide, within six (6) months from the Closing hereunder, further financing in the aggregate amount up to US$10,000,000 by way of issuing for subscription by the Strategic Investor(s) for the Series C Preferred Shares at a per share price equal to the Series C Subscription Price and on substantially the same terms and conditions set forth in the Transaction Documents.
Strategic Investors. Subject to the provisions of Section 3.5(m), XxxxxxxxxXxxxx.xxx, Inc. (“ES”) shall make a Capital Commitment of $12,000,000; Arken LLC shall make a Capital Commitment of $2,000,000, and RC Opportunity LLC shall make a Capital Commitment of $2,000,000. The parties agree that, the General Partner will enter into a separate Side Letter with ES, which will have the effect of amending certain terms of this Agreement as they apply to ES including by reducing or eliminating certain fees and expenses that would otherwise be payable by ES associated with its investments in the Fund. Each of these investors will be a First Limited Partner in the Initial Closing and will therefore be entitled to reduce their Capital Commitments in accordance with Section 3.5(m).
Strategic Investors. The Company shall have obtained a ------------------- commitment from potential investors subscribing to a minimum of 823,455 shares of the Series B Preferred for a purchase price of $2.43 per share, in a form and substance reasonably satisfactory to each Purchaser.
Strategic Investors. The General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more strategic investors, including Affiliates of the General Partner ("Strategic Investors") investing in Properties in which the Fund invests if the General Partner determines that such investment would be beneficial to the Fund; for example, in diversifying the investments made or to be made by the Fund, in successful operation of the Property, or in disposing of the Property or otherwise adding 31 value to the Property. If such Strategic Investor is a Partner or Fund Investor, any such co-investment may be made through an investment vehicle in which such Strategic Investor has an interest separate from its interest in the Fund, and if the General Partner and/or its Affiliates are the Strategic Investor, such co-investment shall have economic terms that are materially no more favorable to the General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the General Partner, Xxxxx or any Affiliate of the General Partner or Xxxxx co-invests in a Property with the Fund, then, unless otherwise approved by the Advisory Committee, the General Partner, Xxxxx or such Affiliate, as applicable, shall be required to dispose of its interest in such Property at the same time as the Fund disposes of its interest in the Property on terms no more favorable to such Person than those received by the Fund.
Strategic Investors. Toppan acknowledges and agrees that: (a) the Company contemplates issuing shares of Class A Common Stock to additional investors who shall be Strategic Investors; (b) the Majority Investors and the Company intend to amend the By-Laws in order to create a new class of stockholders, which shall consist of the Strategic Investors; (c) the Strategic Investors shall be subject to the same transfer restrictions and drag-along obligations as set forth in Sections 7 and 8 hereunder and shall enjoy the same tag-along rights, preemptive rights and consent rights as set forth in Sections 8, 9 and 10 hereunder, including, but not limited to, any termination provisions relating thereto and definitions used therein; (d) Toppan shall be included in the class of Strategic Investors; and (e) Toppan’s tag-along rights, drag-along obligations and preemptive rights as set forth in Sections 8 and 9 hereunder shall be shared on a pro rata basis with the other Strategic Investors. Toppan further acknowledges and agrees that any amendment of the By-Laws as contemplated by this Section 6 or the Company’s issuance of any shares of Class A Common Stock to any Strategic Investors shall not require consent of Toppan.
