Opportunity to Participate Sample Clauses

Opportunity to Participate. The Agent hereby represents, agrees and acknowledges that all Lenders (other than any Restricted Lenders) have been provided with a reasonable opportunity (as determined in the good faith judgment of the Agent) on and prior to the date hereof to become a party to this Agreement and to receive the most-favorable treatment under this Agreement that is provided to any other Person (including the opportunity to participate on a pro rata basis on the same terms in the LIFO Revolving Loans permitted to be issued as a result of this Agreement, to participate in all other applicable amendments, waivers and supplements set forth herein and, for the avoidance of doubt, subject to the credit support provided under the Sponsor Guaranty with respect to the LIFO Revolving Loans), as contemplated under Section 9.1(a)(Y) of the Credit Agreement (the foregoing, the “Most Favored Deal Terms”). The Credit Parties hereby represent, agree and acknowledge that they were willing to execute and effectuate this Agreement and the transactions related thereto even if all Lenders were Consenting Lenders hereunder and received the Most Favored Deal Terms.
Opportunity to Participate. In connection with the preparation of each Registration Statement in respect of a Demand Registration or a Piggyback Registration, the Company shall give each Participating Stockholder Party and its underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such Registration Statement and the related Prospectus, including each amendment thereof or supplement thereto, and any correspondence to the SEC (including its staff) responding to comments on the Registration Statement or Prospectus, and shall give each of them such access to the financial and other records, corporate documents and properties of the Company and its subsidiaries and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Participating Stockholder Party, such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. In the case of a Demand Registration, the Company shall not file any such Registration Statement or Prospectus, including any amendment thereof or supplement thereto, or response letter to which any Participating Stockholder Party or any such counsel reasonably objects.
Opportunity to Participate. Whenever the Company proposes to file a Registration Statement (other than by a registration on Form S-4 or Form S-8, any successor forms, or any form not available for registering shares for sale to the public pursuant to a public offering or pursuant to registrations in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within thirty (30) days after the Company provides such notice, the Company shall use reasonable commercial efforts to cause all Registrable Shares owned by such Holders which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.3 without obligation to any Holder.
Opportunity to Participate. If CuraGen proposes to enter into an agreement to sell or otherwise dispose of for value (such sale or other disposition for value being referred to as a “Tag-Along Sale”) more than 3,073,611 shares (as adjusted for any stock dividends, stock splits, recapitalizations, consolidations or the like) of Common Stock in a single or series of transactions, then CuraGen shall afford the holders of shares of the Series B Preferred Stock and Series D Preferred Stock the opportunity to participate proportionately in such Tag-Along Sale (the person(s) being afforded the opportunity to participate proportionately in such Tag-Along Sale being referred to as the “Tag-Along Stockholders”) in accordance with this Section 7. For purposes of this Section 7, the term “Common Stock” shall include shares of Common Stock issuable upon the conversion of securities convertible into Common Stock.
Opportunity to Participate. In the event the Company intends to pursue any “private investment in public equity” transaction in connection with a “business combination” (as defined in the Company’s amended and restated memorandum and articles of association that the Company will adopt immediately prior to the IPO and as further described in the Registration Statement), the Purchaser shall have the opportunity to participate in such transaction.
Opportunity to Participate. In the event of a Determination of Taxability, Buyer shall give Xcel Energy written notice and Xcel Energy may at its sole expense participate, either directly or in the name of Black Mountain. Buyer shall cause action to be taken, including the giving of powers of attorney, as shall be necessary to enable Xcel Energy to participate in proceedings in the name of Black Mountain.
Opportunity to Participate. With respect to the Partnership's investment in each of RMH Teleservices, Inc., Sky Alland Research, Inc. and Harmonic Systems Incorporated, each Special Limited Partner has made additional capital contributions in the amount set forth opposite such Partner's name on Exhibit A hereto. With respect to the first seven Portfolio Investments made by the Partnership after the date hereof, each Special Limited Partner who is, at the time of such investment, an Outside Director, shall make additional capital contributions to the Partnership and shall acquire a share of the Partnership's distributions, profits and losses arising from such Portfolio Investment, subject to the terms set forth in this Agreement. The Special Limited Partners shall also have the right to make follow-on investments in Portfolio Investments as set forth in Section 7.02(b).

Related to Opportunity to Participate

  • Opportunity to Review Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • Opportunity to Ask Questions You have had the opportunity to ask questions about the Company and the investment. All your questions have been answered to your satisfaction.

  • Eligibility to Participate An employee eligible to participate in the State Employee Group Insurance Program, as described in Sections 2A and 2B, may participate in open enrollment. In addition, a person in the following categories may, as allowed in section 5D1 above, make certain changes: (1) a former employee or dependent on continuation coverage, as described in Section 2D, may change plans or add coverage for health and/or dental plans on the same basis as active employees; and (2) an early retiree, prior to becoming eligible for Medicare, may change health and/or dental plans as agreed to for active employees, but may not add dependent coverage.

  • Opportunity to Defend The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

  • OPPORTUNITY TO DISCUSS The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

  • Election to Participate By notice to the Management Committee within 20 days after the final vote adopting a Program and Budget, a Participant may elect to contribute to such Program and Budget in some lesser amount than its respective Participating Interest, or not at all, in which cases its Participating Interest shall be recalculated as provided in Article VI. If a Participant fails to so notify the Management Committee, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the period covered by the Program and Budget.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Opportunity for Review Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.

  • Opportunity to Cure Xxxxx shall have 30 days from the date of receipt of the Notice of Material Breach and Intent to Exclude to demonstrate that: