Additional Private Placement Sample Clauses
Additional Private Placement. Following the entry by the parties into this Agreement, the Company shall conduct a private placement of the Series A Preferred Stock (the “Additional Private Placement”), and will use commercially reasonable efforts to obtain binding commitments from third parties for the purchase of not more than Thirty Eight Million Six Hundred Thousand Dollars ($38,600,000) in Series A Preferred Stock in such private placement; provided that such Additional Private Placement shall not be on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.
Additional Private Placement. The Company shall use reasonable ---------------------------- efforts to raise within three months of the Closing at least $1 million in gross proceeds from a private placement of the Company's equity securities. In using reasonable efforts, the Company shall take into account the terms of such additional private placement and the potential dilution applicable to the Company shareholders, including the Sellers.
Additional Private Placement. (i) Subject to the receipt of the Required Unitholder Approvals, the Additional Purchased Units and the limited partner interests represented thereby, have been duly authorized by the General Partner on behalf of the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer created by the Partnership, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws.
(ii) Subject to the receipt of the Required Unitholder Approvals, the Common Units issuable upon conversion of the Additional Purchased Units and the limited partner interests represented thereby will be duly authorized by the General Partner on behalf of the Partnership pursuant to the Partnership Agreement and, upon issuance in accordance with the terms of the Preferred Units and the Partnership Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer created by the Partnership, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws.
Additional Private Placement. Notwithstanding the foregoing, should the Company close an additional capital raising, i.e., private placement pursuant to Regulation D of the Securities and Exchange Act of 1933 (the "New Offering"), within twelve (12) months of the Effective Date of this Agreement, and the New Offering provides for a purchase price per share of the Company's Common Stock that is less than the Purchase Price as set forth in this Agreement, then the Purchaser shall be issued warrants in an amount equal to one times the Purchase Price as set forth herein. The exercise price of the Warrants shall be that which provides for an average purchase price per share of Company's Common Stock that is similar to that of the New Offering.
Additional Private Placement. On or before June 20, 2011, the Company, shall consummate the Additional Private Placement.
Additional Private Placement. Following the entry by the parties into this Agreement, the Company shall conduct a private placement of the Series A Preferred Stock (the “Additional Private Placement”), and will use commercially reasonable efforts to obtain binding commitments from investors (which may include the Investors, the Other Existing Investors or third parties) for the purchase of not more than Thirty Eight Million Six Hundred Thousand One Hundred Dollars ($38,600,100) in Series A Preferred Stock in such private placement; provided that such Additional Private Placement shall not be on terms more favorable to any such investor than the terms provided to the Investors under this Agreement.”
2. This Amendment supersedes and shall control over any inconsistent provisions of the Agreement. Except as amended herein, the Agreement shall remain in full force and effect as written. The provisions of Article IX of the Agreement shall apply mutatis mutandis to this Amendment.
Additional Private Placement. Notwithstanding Paragraphs 6 and 7 above, prior to the earlier of (i) June 15, 1997 or (ii) the execution of definitive agreements (as described in Paragraph 13 below), AIP shall have the right to privately place senior convertible debt on terms no more favorable than the terms of the Debt.