Strategic Investors Sample Clauses

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.
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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.
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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.
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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).
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1
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.
Sample 1

Related to Strategic Investors

  • Investors During the Escrow Period, Investors will be instructed by the Dealer Manager or any Soliciting Dealers to remit the purchase price in the form of checks payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for Resource Apartment REIT III, Inc.” Notwithstanding the foregoing, however, Pennsylvania Investors, Washington Investors and New York Investors shall continue to make checks payable to the order of “UMB Bank, N.A., as escrow agent for Resource Apartment REIT III, Inc.” until, respectively, the Pennsylvania Minimum Offering, the Washington Minimum Offering or the New York Minimum Offering is raised. Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) of the next business day following the receipt of instruments of payment from the Offering, the Company or the Dealer Manager, as applicable, shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase, the amount paid and whether such Investors are Pennsylvania Investors, Washington Investors or New York Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of Investors attached hereto as Exhibit A (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors, Washington Investors or New York Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Sections 3, 4, 5 or 6 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.

  • Other Investors As part of the Offering, the Company proposes to enter into Securities Purchase Agreements in the same form as this Agreement with certain other investors (the “Other Investors”), and the Company expects to complete sales of Shares to them. The Investor and the Other Investors are sometimes collectively referred to herein as the “Investors,” and this Agreement, the Registration Rights Agreement and the Securities Purchase Agreements executed by the Other Investors are sometimes collectively referred to herein as the “Agreements.” The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the “Subscription Date”) on which the Company has notified Canaccord Xxxxx, Inc. (in its capacity as placement agent for the Shares, the “Placement Agent”) in writing that it will no longer accept Agreements for the purchase of Shares in the Offering, but in no event shall the Subscription Date be later than July 7, 2006. Each Investor must execute and deliver a Securities Purchase Agreement and a Registration Rights Agreement and must complete a Stock Certificate Questionnaire (in the form attached as Exhibit “A” hereto) and an Investor Questionnaire (in the form attached as Exhibit “B” hereto) in order to purchase Shares in the Offering.

  • Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund: (i) monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolio’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the Portfolio’s investment portfolio; (iv) monitor the Portfolio’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolio’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the Portfolio to conduct meetings of the Portfolio’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

  • Traffic Management 9.2.1 During the Operating Period, Developer shall be responsible for the general management of traffic on the Project. Developer shall manage traffic so as to preserve and protect safety of traffic on the Project and Related Transportation Facilities and, to the maximum extent practicable, to avoid disruption, interruption or other adverse effects on traffic flow, throughput or level of service on the Project and Related Transportation Facilities. Developer shall conduct traffic management in accordance with all applicable Technical Provisions, Technical Documents, Laws and Governmental Approvals, and in accordance with the Traffic Management Plan. 9.2.2 Developer shall prepare and submit to TxDOT and the Independent Engineer for TxDOT approval a Traffic Management Plan for managing traffic on the Project and Related Transportation Facilities after the commencement of traffic operations on any portion of the Project, addressing (a) orderly and safe movement and diversion of traffic on Related Transportation Facilities during Project construction, (b) orderly and safe movement of traffic on the Project and (c) orderly and safe diversion of traffic on the Project and Related Transportation Facilities necessary in connection with field maintenance and repair work or Renewal Work or in response to Incidents, Emergencies and lane closures. Developer shall prepare the Traffic Management Plan according to the schedule set forth in the Technical Provisions. The Traffic Management Plan shall comply with the Technical Provisions and Technical Documents concerning traffic management and traffic operations. Developer shall carry out all traffic management during the Term in accordance with the approved Traffic Management Plan. 9.2.3 Developer shall implement the Traffic Management Plan to promote safe and efficient operation of the Project and Related Transportation Facilities at all times during the course of any construction or operation of the Project and during the Utility Adjustment Work. 9.2.4 TxDOT shall have at all times, without obligation or liability to Developer, the right 9.2.4.1 Issue Directive Letters to Developer regarding traffic management 9.2.4.2 Provide on the Project, via message signs or other means consistent with Good Industry Practice, non-Discriminatory traveler and driver information, and other public information (e.g. amber alerts), provided that the means to disseminate such information does not materially interfere with the functioning of the ETCS.

  • Investment Sub-Advisory Services Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series of Penn Series listed on Exhibit A attached hereto (each, a “Fund”), as such Exhibit may be amended by mutual agreement of the parties hereto, and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”), as amended from time to time, and such other limitations as may be imposed by law or as Penn Series or Adviser may impose with notice in writing to Sub-Adviser. To enable Sub-Adviser to fully exercise its discretion, Adviser hereby appoints Sub-Adviser as agent and attorney-in-fact for the Fund with full power and authority to buy, sell and otherwise deal in securities and contracts for the Fund. No investment will be made by Sub-Adviser for the Fund if the investment would violate the investment objectives, investment restrictions or limitations of the Fund set out in the Prospectus and the SAI delivered to the Sub-Adviser and as may be amended and delivered to Sub-Adviser in the future. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement instructions to the custodian designated by Penn Series (the “Custodian”). Sub-Adviser shall, in its discretion, obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund in a manner consistent with the investment objectives of the Fund. In furtherance of this duty, Sub-Adviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, is authorized, in its discretion and without prior consultation with Adviser or Penn Series, to: (a) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (b) place orders and negotiate the commissions (if any) for the execution of transactions in securities with or through such brokers, dealers, underwriters or issuers as Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund that would violate the objectives, investment program, or restrictions or limitations of the Fund.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; (ii) Oversee the performance of the transfer agent and registrar; (iii) Establish technology infrastructure to assist in providing Stockholder support and service; and (iv) Consistent with Section 3.01, the Advisor shall perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

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