Terms of Newco Vertical Sample Clauses

Terms of Newco Vertical. Set forth on the term sheet attached hereto as Exhibit C (the "Newco Term Sheet") are the terms and conditions of the first Qualified Vertical ("Newco") to be formed by the Company and CF. The Subscriber shall notify the Company within 15 days of its receipt of notice from the Company that the Company intends to proceed with the Newco Qualified Vertical as to whether the Subscriber intends to invest in Newco (either directly or indirectly through the formation of a limited liability company or other entity as contemplated by the Newco Term Sheet). If the Subscriber intends to make such investment, it and the Company and CF will negotiate in good faith and use commercially reasonable efforts to negotiate and execute definitive agreements embodying the terms of the Newco Term Sheet within 30 days of the Subscriber's receipt of a draft of such documents from the Company. Funding of the Subscriber's $2.5 million subscription commitment for its interest in Newco shall not be due and the launch of Newco shall not occur until such definitive agreements have been mutually agreed to and there are at least two additional industry market participants who have each committed to invest $2.5 million in Newco on substantially the same terms and conditions. Funding of the Subscriber's $2.5 million subscription shall be made within two business days after such commitment from the two other participants is obtained. Failure of the parties to negotiate and execute definitive agreements in respect of Newco within such time period or otherwise shall have no effect on the transactions contemplated by this Subscription Agreement except as expressly provided in Section 3(g), including the purchase of the Unit, or give rise to any other right on the part of the Subscriber, including any right of rescission hereunder or any right to receive any Additional Investment Right (as defined below) or the equity contemplated thereby.
Sample 1
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Related to Terms of Newco Vertical

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  • Terms of Sale The Purchase Price for all Partnership Interests purchased pursuant to Section 8.5 or Section 8.6 shall be paid at the Closing in immediately available United States funds; provided, however:

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