THE INVESTMENT PROCESS Sample Clauses

THE INVESTMENT PROCESS. 5.1 Once authorised as an Issuer, your Campaign will be created on the Website in accordance with the information you provided as part of the Issuer Registration Process. Investors can then purchase Shares in your Campaign provided that the Investor complies with the Investor Agreement and any other of PledgeMe's terms and policies. 5.2 You may create and run a Retail Investor Campaign and a Wholesale Investor Campaign concurrently. However, any Wholesale Investor Campaign will be separate to the Retail Investor Campaign meaning it will operate on a separate page and a separate Target will apply. 5.3 At the outset of the Campaign, you will be required to set a timeframe within which the Target must be met (which will be specified on your Campaign page). If the Target has not been met within the timeframe then any pledges made will not be processed. If the Target is met before the end of the set timeframe, then you may choose to close your Campaign early, in which case Investors will not be able to make any additional pledges. You may expand your Campaign's timeframe with our prior written consent. 5.4 If you opt to create and run a Retail Investor Campaign and a Wholesale Investor Campaign concurrently and only one Campaign is (or is deemed to) have met its Target within the relevant timeframe, all pledges for that Campaign will be processed by PledgeMe even though the other Campaign has not met its Target or is unsuccessful for any other reason. 5.5 Your Campaign page will set out how Shares can be purchased. Potential Investors can enter the amount of money they would like to invest in the relevant place on the Campaign page, which calculates the number of Shares equivalent to that amount based on the quoted Share price (the Share price and any limitation on numbers or other conditions you have specified will be clearly published on the Campaign page). The Investor can then irrevocably agree to purchase the Shares by clicking the "Pledge" button. 5.6 Once your Campaign Target has been reached, each Investor will pay for the Shares it has agreed to purchase either: (a) by completing an electronic bank deposit (we will supply the bank account details of our Trust account to Investors on the completion of the Campaign); or (b) by credit card by using our secure transaction provider Flo2Cash. 5.7 We will then complete identity checks on all Investors who have purchased the Shares. We will advise Investors on a case by case basis if any issues arise in the co...

THE INVESTMENT PROCESS. 6.3.1 Sciety Members authorized to make investments are able to view the businesses available for investment on the Platform. Before making an investment the Investor is responsible for viewing all information in the Offering for the investment. The Offering consists of summary, detailed information and, in some cases, certain information provided in the “deal room” on the Platform. 6.3.2 Sciety has reviewed the information in the Investment Description and approved its contents as of a specified date. This means that Sciety has concluded that the information, taken as a whole, is fair, clear and not misleading as of such date, which in turn means that for factual statements Sciety has reviewed evidence of their accuracy, and that for aspirational statements or statements of opinion or belief Sciety believes they are phrased appropriately in light of their speculative or subjective nature. In the case of factual statements, the evidence Sciety reviews is provided by the business, and while Sciety takes reasonable care in its review Sciety does not audit it, which means that Sciety may not be able to, and will not be liable if Sciety fails to, identify forged or altered evidence or information or deliberately misleading or inaccurate statements (other than by reason of Sciety’s gross negligence, willful default or fraud). In the case of aspirational statements or statements of opinion or belief, the nature of the early-stage businesses is such that they are likely to have high ambitions, and Sciety may approve statements that convey those ambitions even where Sciety does not have a view on whether it is likely that they will be fully realized, and approval does not convey a belief on Sciety’s part that it is likely that they will be fully realized. 6.3.3 Sciety’s approval of an Offering, as described in Section 6.3.2, does not mean that Sciety is recommending the Investor to make an investment in the company, that Sciety believes the business is likely to be successful or that Sciety takes any responsibility or will in any way be liable to the Investor if the company is not successful. The investment decision with respect to any investment through the Platform is solely the Investor’s. Other than what is contained in the Investment Description, Sciety has not reviewed or approved any information about the company, including any information discussed in the comments and updates sections that accompanies an Offering or on websites that are linked to from the ...

THE INVESTMENT PROCESS. 10.1 Offers If you become an Investor, upon logging onto your Member Back Office you will be able to view information related to your investment with Issuer as provided by the Issuer.

THE INVESTMENT PROCESS. 10.1 Once logged into the Platform with your login details you will be able to browse details of the PrimaryBid Offers and make an Investment, as well as to debit monies from the payment method used. Our Platform provides the functionality for you to place Investments – any orders submitted via email will only be allowed on an exceptional basis. 10.2 It is not guaranteed that any PrimaryBid Offer, once made, will proceed to Completion. Offers of securities are sometimes subject to conditions or other market factors which prevent them from completing. We accept no liability to you for any PrimaryBid Offer that does not proceed to Completion. 10.3 The investment decision with respect to any Investment through the Platform is yours and yours alone. Other than what is contained in an Announcement approved by us for the purposes of section 21 FSMA and/or where specifically something has been, and is explicitly stated as being, approved by us, we have not reviewed or approved any information about the business, including any information, Announcements, Company Materials or other information on websites that are linked to from the Posting. We do not review or approve any Company Materials and undertake no due diligence on your behalf or in support of any investment decision in respect of Companies making PrimaryBid Offers. We may provide links to Companies' websites but do so as a matter of convenience only and without providing any endorsement or approval of the content of such sites. 10.4 It is your responsibility to ensure that your personal information is accurate and complete in all respects and that you keep it up to date. 10.5 We do not examine or investigate the accuracy of your Investment (i.e. your intention of making it or the amount of it) and you hereby agree that we may assume, at all times, that your Investment – as received by us – is correct and reflects your requirements. If you do make a mistake you must contact us as soon as possible by email at xxxxxxxxx@xxxxxxxxxx.xxx. There is no guarantee that we can unwind an order for an Investment you have made or will be available to respond to you. 10.6 You will bear all risk of your Investment, even if it is incorrect or does not reflect your requirements and agree that neither PrimaryBid nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us executing your...

THE INVESTMENT PROCESS. 6.1 Once authorised as an Issuer, your Campaign will be created on the Website in accordance with the information you provided as part of the Issuer Registration Process. Investors can then purchase Shares in your Campaign after it successfully closes, provided that the Investor successfully completes verification process, complies with all of PledgeMe's terms and policies and transfers all monies when due. 6.2 At the outset of the Campaign, you will be required to set both a minimum and maximum subscription amount. The maximum subscription amount must not result in you (including any of your related parties) raising more than $5 million in any 12 month period through: (a) crowd-sourced funding offers; (b) small scale personal offers (as defined by the Act); and/or (c) offers made via an Australian Financial Services licensee under the Act, (“Issuer Cap”). 6.3 You will also be required to set a timeframe within which the minimum subscription amount must be met. You may extend your Campaign's timeframe with our prior written consent. The timeframe set by you (including any extension) must not exceed three months.

THE INVESTMENT PROCESS

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The Investment The Investors intend to subscribe for and purchase from the Company, and the Company intends to issue and sell to the Investors, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are common shares, par value $0.0001, of the Company (“Common Shares”).
Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing: (i) Scheduled installments of principal and interest on the Mortgage Loans received or advanced by the applicable Servicers which were due on the related Due Date, net of the Servicing Fees due the applicable Servicers and less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; (ii) Payoffs and the proceeds of other types of liquidations of the Mortgage Loans received by the applicable Servicer for such Mortgage Loans during the applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; and (iii) Curtailments received by the applicable Servicers in the Prior Period. At its option, the Master Servicer may invest funds withdrawn from the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation Proceeds previously received by the Master Servicer (including amounts paid by the Company in respect of any Purchase Obligation or its substitution obligations set forth in Section 2.07 or Section 2.08 or in connection with the exercise of the option to terminate this Agreement pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their deposit in the Certificate Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I on or before the Withdrawal Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Master Servicer with the Investment Depository in an Investment Account in the name of the Master Servicer and the Trust for investment only as set forth in this Section 3.03. The Master Servicer shall bear any and all losses incurred on any investments made with such funds and shall be entitled to retain all gains realized on such investments as additional servicing compensation. Not later than the Business Day prior to the Distribution Date, the Master Servicer shall deposit such funds, net of any gains (except Payoff Earnings) earned thereon, in the Certificate Account. (b) Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the Ratings.
Investment Promotion 1. Each Contracting Party shall promote investments in its territory by investors of the other Contracting Party and admit such investments in accordance with its legislation. 2. In particular, each Contracting Party shall permit the conclusion and the carrying out of licensing agreements and contracts for commercial, administrative or technical assistance, in so far as these activities were related to investments.
Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.
Payment Process Subject to the terms and conditions established by the Agreement, the pricing per deliverable established by the Grant Work Plan, and the billing procedures established by Department, Department agrees to pay Grantee for services rendered in accordance with Section 215.422, Florida Statutes (F.S.).
Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.
Investment Program The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment objective and policies of the Fund as set forth in the Trust’s current Registration Statement and subject to the supervision of the Adviser and the Board of Trustees of the Trust, to (i) develop and furnish continuously an investment program and strategy for the Fund in compliance with the Fund’s investment objective and policies as set forth in the Trust’s current Registration Statement, (ii) provide research and analysis relative to the investment program and investments of the Fund, (iii) determine (subject to the overall supervision of the Board of Trustees of the Trust) what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund shall be held in cash or cash equivalents, and (iv) make changes on behalf of the Trust in the investments of the Fund. In accordance with paragraph 2(ii)(b), the Subadviser shall arrange for the placing of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or transactions. The Subadviser will make its officers and employees available to meet with the Adviser’s officers and directors on due notice at reasonable times to review the investments and investment program of the Fund in light of current and prospective economic and market conditions. The Subadviser is authorized on behalf of the Fund to enter into agreements and execute any documents required to make investments pursuant to the Prospectus as may be amended from time to time. The Subadviser’s responsibility for providing portfolio management services hereunder shall be limited to only those assets of the Fund which the Adviser determines to allocate to the Subadviser (those assets being referred to as the “Fund Account”), and the Subadviser agrees that it shall not consult with any investment advisor(s) (within the meaning of the 0000 Xxx) to the Fund or any other registered investment company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d-3 and/or Rule 17a-10 under the 1940 Act would not be available with respect to the Fund. The Subadviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadviser has investment management responsibility; provided that the exercise of such authority shall be subject to periodic review by the Adviser and the Trustees of the Trust; provided, further that such authority may be revoked in whole or in part by the Adviser if required by applicable law. The Subadviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Trust may designate from time to time. The Subadviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed to be an agent of the Fund, the Trust or of the Adviser. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of a Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund.
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.
Private Placement Proceeds On the Closing Date, the Company shall cause to be deposited $4,500,000 of proceeds from the Private Placement into the Trust Account. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Private Warrants sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

THE INVESTMENT PROCESS Sample Clauses

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