Third Party Investors Sample Clauses

Third Party Investors. Each of the Stockholders hereby agrees that the Company may require that any party, other than an employee of the Company or any of its subsidiaries (who is dealt with in Section 10.3), who immediately prior to or substantially contemporaneously with the Closing purchases shares of Company Stock (or shares which were converted into Company Stock in the Transactions), shall become a party to this Agreement by executing the same and delivering it to the Company at its address specified in Section 10.14. For all purposes of this Agreement, upon such execution and delivery, such party shall be deemed to be a "Third Party Investor" and collectively, with other similar persons, the "Third Party Investors."
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Third Party Investors. (a) In the event that, following the ACC Deadline, the Company has not received Additional Capital Contributions from the Shareholders in the full amount of the Additional Capital Contributions requested pursuant to a Capital Call, the Board may, in accordance with Section 2.8, authorize the Company to seek additional equity funds from Third-Party Investors in an amount up to the difference between the total Additional Capital Contributions requested and the total Additional Capital Contributions received, and to issue New Shares to Third-Party Investors in connection therewith pursuant to this Section 4.3. (b) If the Board determines to seek additional equity funds from and issue New Shares to Third-Party Investors pursuant to Section 4.3(a), (i) the Company must enter into a definitive agreement with respect to such issuance within one hundred eighty (180) days following the ACC Deadline and (ii) such issuance must be completed within the Regulatory Approval Period. If such issuance has not been completed within the Regulatory Approval Period, the Company shall not thereafter issue any New Shares to Third-Party Investors without first complying with all of the provisions of Section 4.2. Upon completion of any such issuance of New Shares to a Third-Party Investor, the Company shall give written notice to the Shareholders of such issuance, which notice shall specify (x) the total number of New Shares issued, (y) the price per Share at which the Company issued the New Shares and (z) any other material terms of the issuance. (c) In the event that the Company issues New Shares to one or more Third-Party Investors pursuant to this ARTICLE IV, the Shareholders and Company shall negotiate in good faith to amend this Agreement to the extent reasonably necessary to reflect such additional Shareholders.
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Third Party Investors. With respect to a particular Prospect in which Contango has elected to participate and has transferred to JEX xx least the initial monthly installment of CAPEX to be expended with respect to such Prospect, if the aggregate obligations of Contango exceed the amount available from Contango, or if Contango otherwise fails to provide funds for such a Prospect as required under this Agreement, Contango shall be deemed to have elected not to participate in that portion of the operations that were to have been funded by the CAPEX that Contango failed to provide, JEX xxxll have the right to provide such funds or to seek such funds from a third-party investor or investors, and the consequences of Contango's failure to provide such funds shall be as provided in the Operating Agreement described in Section 1.6 hereof.
Sample 1
Third Party Investors. 36 10.23 Persons.......................................................................36 10.24 Options.......................................................................36 10.25 Freeman.......................................................................36 10.26
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Third Party Investors. Each of the Stockholders hereby agrees --------------------- that the Company may require 45 that any party, other than an employee of the Company or any of its subsidiaries (who is dealt with in Section 10.3), who immediately prior to the Closing purchases capital stock of Merger Sub or substantially contemporaneously with the Closing purchases shares of Common Stock, shall become a party to this Agreement by executing the same and delivering it to the Company at its address specified in Section 10.14. Upon such execution and delivery, such party shall be deemed to be a "Third Party Investor" for all purposes of this Agreement.
Sample 1
Third Party Investors. The Parties agree that as a direct or indirect result of Investor pursuing the consummation of this Agreement, third parties introduced by the Investor may become interested in a direct investment in the Company. For the term of the Agreement, the Company will not enter into an agreement with these parties to accept, such investment unless the following conditions are met: (i) the investment is conducted under terms and conditions not more favorable than the investments in the Company by the Investor; (ii) the Investor has given prior written approval for the Company to enter into an agreement for and accept such investment; (iii) The Company obtains confirmation from the third party investor that he approves the release of information to the Investor of the terms and the amount of such investment; (iv) the third party investor fulfills the requirements for an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The Parties furthermore agree that any such third party investment counts towards the aggregate funding amount prescribed by the First and the Second Placement Transaction. The terms of the First Placement and the Second Placement would be open to existing accredited investors of Neah Power Systems, who contact the Company and request to invest at the terms of the placement active at any given time. The Company can accept investments up to a combined $250,000 from such existing accredited investors. In the event of combined investment in excess of $250,000 the Company would require pre-approval from the Investor before accepting such investment. These direct investments by existing accredited investors of the Company will not be included in the aggregate amount of the First Placement and Second Placement from the Investor.
Sample 1
Third Party Investors. Simultaneously with the Closing, the Corporation is issuing 802,635 shares of Common Stock to third party investors other than the Investor. After giving effect to such issuance and the Closing, the 892,799 shares of Common Stock to be purchased by the Investor will represent 9.88% of the Corporation’s voting shares and the 1,804,566 shares of Series B Preferred Stock to be purchased by the Investor, together with the 892,799 shares of Common Stock to be purchased by the Investor, will represent 24.88% of the Corporation’s total equity.
Sample 1
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Related to Third Party Investors

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Third Party Infringement Claims In the event any claim or action for infringement of any patent, trademark, or other intellectual property right shall be made or brought by a third party against Seller, Purchaser or any of their respective Affiliates because of, or in anticipation of, the manufacture and supply of Product by Seller to Purchaser hereunder, or the marketing, sale or distribution of such Product to Purchaser Customers in the Territory by Purchaser hereunder (a “Third Party Infringement Claim”), the party first receiving such notice of the Third Party Infringement Claim shall promptly notify the other party. With respect to the Third Party Infringement Claim, Seller and Purchaser each hereby agrees that all Damages arising from or related to the Third Party Infringement Claim (including any legal fees and associated costs incurred in defending the Third Party Infringement Claim and any fees, royalties or other amounts paid in settlement or upon judgment) shall be shared as follows: (a) Except as provided in clause (b) below, Seller shall be 100% responsible for all Damages arising from any Third Party Infringement Claim, including any fees, royalties or other amounts agreed to be paid in settlement or upon judgment of the Lawsuit or otherwise; and (b) Purchaser shall be 100% responsible for all Damages arising from any Third Party Infringement Claim with respect to the use of Purchaser Trademarks. Each party agrees to indemnify the other party to ensure that Damages arising from any Third Party Infringement Claim are allocated in accordance with clauses (a) and (b) above. Unless otherwise agreed to by the parties, Seller shall control the defense any Third Party Infringement Claim described in clause (a) above and Purchaser shall control the defense of any Third Party Infringement Claim described in clause (b) above. The party controlling the defense of any Third Party Infringement Claim shall have the sole right to defend or settle any such Third Party Infringement Claim; provided, however, that such settlement does not impose any obligation or burden on the other party without the prior written consent of the other party (which consent shall not be unreasonably withheld). The party controlling the defense of any Third Party Infringement Claim shall keep the other party, at its request, materially informed of the status and progress of the defense of the Third Party Infringement Claim. No Third Party Infringement Claim shall be settled by the party who is not controlling the defense of such Third Party Infringement Claim without the prior written consent of the party controlling such defense. The non-controlling party, its employees, agents and Affiliates shall reasonably cooperate with the party (and its legal representatives) controlling the defense of any Third Party Infringement Claim in the investigation and defense of such Third Party Infringement Claim. Notwithstanding the above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse of the Product by the other party or by wholesalers or the customers of either party. The provisions of this Section 17.4 shall be notwithstanding any conflicting provisions set forth in this Agreement, including Sections 17.1, 17.2 and 17.3.

  • Third Party IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency’s internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing. B. Grantee shall obtain System Agency’s advance written approval prior to incorporating any Third Party IP into the Work Product, and Grantee shall notify System Agency on delivery of the Work Product if such materials include any Third Party IP. C. Grantee shall provide System Agency all supporting documentation demonstrating Grantee’s compliance with this Section 6.3, including without limitation documentation indicating a third party’s written approval for Grantee to use any Third Party IP that may be incorporated in the Work Product.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Third Party Infringement If, at any time during the term of this Agreement, either Party shall become aware of any Third Party infringement or threatened infringement of any of the Patent Rights relating to GPEx® Cell Line, the following provisions shall apply: A. The Party becoming so aware shall forthwith give written notice to the other of such infringement. B. If there is disagreement as to whether the act complained of is in fact an infringement of any of the Patent Rights or whether such infringement proceedings stand a reasonable chance of success, the Parties shall refer such issue to a mutually agreed independent and experienced patent counsel, and the costs incurred in this regard shall be borne by the party whose view does not prevail. In the event that the Parties cannot agree on a suitable independent patent counsel within thirty days of a nomination of such counsel by a Party, the Parties shall submit such impasse to CPR Institute for Dispute Resolution, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 which shall designate such independent counsel and under whose auspices the independent counsel shall render a decision. C. With or without the advice of the independent patent counsel, Catalent shall have the right to litigate such alleged third party infringement in such country. Catalent shall notify Xencor within […***…] after the written notice described in (1) above (or, if later, […***…] after the decision of the patent counsel described in clause (2) above) whether it intends to so litigate. Xencor shall, upon request of Catalent and at Catalent’s expense, provide Catalent with all such assistance as it may reasonably require in the conduct of such claims or proceedings. Catalent shall bear the cost of such proceedings and shall be entitled to retain all sums recovered in such action for its own account; provided, however, that to the extent such recovery represents lost profits on Product sales arising from such infringement, […***…] ([…***…]%) of such amount shall be paid to Xencor D. If Catalent (i) determines not to litigate in accordance with clause (C) above and the patent counsel described in clause (B) above has opined that the act complained of is, or most likely is, an infringement in such country or (ii) fails to reasonably pursue such litigation, then Xencor may, in its sole discretion and expense, bring suit in its name to restrain such Third Party infringement. In such event Xencor shall conduct such proceedings properly and diligently and shall keep Catalent timely apprised of the course of such litigation. The net proceeds of such action will be retained by Xencor. E. In the event of any action permitted under this Section 8.2 by either party, the other party will provide the necessary and timely assistance in such action on reasonable terms and conditions to be agreed on at such time. In connection with any deliberations concerning the prospects for successfully bringing suit to enjoin such infringement, the parties shall promptly and fully make available to each other their information concerning the validity and enforceability of the relevant Patent Rights and any other relevant information. F. For the avoidance of doubt and notwithstanding any other provision of this Agreement to the contrary, as between the Parties, Xencor shall have the sole right to institute infringement actions with respect to any allegedly infringing activity involving a Product other than any such activity that infringes or is alleged to infringe the Patent Rights, and to retain all recoveries from such actions.

  • Third Party Information I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

  • Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this XXXX and you are responsible for any such Permitted Third Party’s compliance with this XXXX in such use. Any breach by any Permitted Third Party of the terms of this XXXX will be considered your breach.

  • Third Party Links Certain content, products, and services available through this Website may include materials from third-parties. Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating any third party content or its accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to such third-party.

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