Examples of JEDI II in a sentence
The Original Loan Agreement was assigned to Joint Energy Development Investments II Limited Partnership ("JEDI II") from JEDI pursuant to the Notice of Assignment and Amendment.
JEDI II hereby agrees that it will not transfer the shares of Series C Preferred Stock prior to June 30, 2000, other than to Affiliates of JEDI II who agree to be bound by the terms of this Agreement.
Prior to the completion of an Initial Public Offering satisfying the conditions set forth in Section 10(c) of this Agreement, the Company hereby agrees to give JEDI II written notice of any actions to be taken by the Board concurrently with notices given to the directors of the Company.
At each annual meeting of the Company's stockholders or any extraordinary meeting in lieu thereof at which the term of any JEDI II Designee is to expire, JEDI II shall be entitled to designate one person for nomination as a director.
The Company and JEDI II hereby agree that for purposes of clarifying the terms of the Series C Preferred Stock in connection with the Mandatory Conversion set forth in Section 9 and the conversion provisions set forth in Section 8 of the Series C Designation, the shares of Series C Preferred Stock shall be canceled on the Mandatory Conversion Date (as defined in Section 9 of the Series C Designation) if such date occurs on or prior to June 30, 2000 upon the payment of $1,000.
The right of JEDI II to designate a nominee for directors under this Section 7 shall terminate if at any time after the date of this Agreement, (i) JEDI II and (ii) other persons, trusts or other business entities controlling, controlled by or under common control with JEDI II (collectively, the "JEDI II Affiliates"), cease to beneficially own at least 10% of the outstanding shares of Common Stock.
The JEDI II Designee shall be entitled to receive annually an amount equal to the annual retainer, meeting fees or other consideration paid to the Company's non-management directors for serving on the Board (or committees thereof).
In addition, the Company will pay or reimburse the JEDI II Designee for all reasonable out-of-pocket expenses incurred by the JEDI II Designee in connection with its participation in meetings of the Board (and committees thereof).
To the extent the Company's proxy statement for any annual meeting of shareholders, or any extraordinary meeting in lieu thereof, includes a recommendation regarding the election of any other nominees to the Company's Board, the Company agrees to include a recommendation of its Board that the stockholders also vote in favor of the JEDI II Designee standing for election at such meeting.
Such issuance shall be made in consideration of the forgiveness of $5,002,000 of Indebtedness owed to JEDI II under the Original Loan Agreement as such term is defined in the Loan Agreements.