Participation Rights Agreement Sample Clauses

Participation Rights Agreement. The Company hereby grants to Purchaser a right to purchase up to thirty percent (30%) (the “Pro Rata Portion”) of any new issuance, except Exempt Issuances, of Company equity securities, including Common Stock, Common Stock Equivalents or preferred stock (“Equity Securities”), that the Company may from time to time propose to issue or sell to any person(s) for a period of six (6) months from the date of issue of the Warrants purchased hereby. The Company shall give to the Purchaser written notice (an “Issuance Notice”) of any proposed issuance or sale of new Equity Securities not less than ten Trading Days before such issuance or sale may be consummated. The Issuance Notice will set forth the Company’s bona fide intention to offer such Equity Securities and the material terms and conditions of the proposed issuance or sale, including: (a) the number and description of new Equity Securities proposed to be issued; (b) the proposed issuance date; and (c) the proposed purchase price per share of new Equity Securities and all other material terms of the offer or sale. Purchaser will, for a period of seven (7) calendar days following the receipt of an Issuance Notice (the “Participation Period”), have the right to elect irrevocably to purchase all of its Pro Rata Portion of any new Equity Securities on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to the Company (a “Participation Notice”) indicating its desire to purchase its Pro Rata Portion. The delivery of a Participation Notice by Purchaser will be a binding and irrevocable offer by the Purchaser to purchase the new Equity Securities described therein. The failure of Purchaser to deliver a Participation Notice by the end of the Participation Period will constitute a waiver of its rights under this Agreement with respect to the purchase of such new Equity Securities, but shall not affect its rights with respect to any future issuances or sales of new Equity Securities. Following the expiration of the Participation Period, the Company will be free to complete the proposed issuance or sale of new Equity Securities described in the Issuance Notice with respect to which the Purchaser has declined to exercise the participation right set forth in this Agreement on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of new Equity Securities to be issued or sold by the Company may be reduce...
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Participation Rights Agreement. The General Partner and the Investors shall have executed the Participation Rights Agreement the form of which is attached as Exhibit E hereto (the “Participation Rights Agreement”).
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Participation Rights Agreement. During the Support Period, the Heritage Group shall not assign or Transfer any of its rights under that certain Participation Rights agreement, dated March 7, 2008 (the “PRA”), by and between the Company and The Heritage Group, (b) not exercise, directly or indirectly, the THG Participation Right (as defined in the PRA) from and after the Closing and (c) cause the PRA to be terminated effective as of the Closing.
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Participation Rights Agreement. Unless the Cash Alternative is elected by Corel, prior to the Effective Time Corel shall have entered into the Participation Rights Agreement with a trustee acceptable to Corel and Micrografx (the "Trustee"), and at the Effective Time Corel shall have delivered to the Trustee by wire transfer of immediately available funds an amount equal to the product of (i) the Micrografx Times Revenue Share Price multiplied by (ii) the number of shares of issued and outstanding Micrografx Common Stock and the number of shares of Micrografx Common Stock into which the issued and outstanding Micrografx Preferred Stock is convertible immediately prior to the Effective Time less the number of shares of Micrografx Common Stock held by Dissenting Shareholders (the "Cash Fund") to be held by the Trustee pursuant to and in accordance with the terms of the Participation Rights Agreement.
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Participation Rights Agreement. 37 PBGC . . . . . . . . . . . . . . . 37
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Participation Rights Agreement. Effective upon delivery and confirmation of the Shares by the Company to Prudential, the Participation Rights Agreement shall be terminated, and all rights of any party thereunder shall be null, void and of no further effect.
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Participation Rights Agreement. The Shareholders shall have duly executed and delivered the Participation Rights Agreement, substantially in the form attached hereto as Exhibit C.
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Participation Rights Agreement. Purchaser shall have duly executed and delivered the Participation Rights Agreement, substantially in the form attached hereto as Exhibit C.
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Related to Participation Rights Agreement

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Participation Rights (a) Until the earlier of (i) such time as there is no SL Director serving on the Board of Directors and the Purchaser is no longer entitled to designate a director nominee pursuant to Section 4.07 and (ii) the eighteen (18) month anniversary of the Closing Date, whenever the Company or any of its Subsidiaries proposes to issue, directly or indirectly (including, through any underwriters) any Additional Securities that are not Excluded Securities (such proposed issuance, an “Additional Investment”), the Company will consult with the Purchaser reasonably in advance of undertaking such issuance and, if and only if the Purchaser notifies the Company within five (5) Business Days following such consultation of its preliminary interest in receiving an offer to participate in such issuance (which indication shall not be binding upon the Purchaser), the Company will provide written notice of such proposed issuance to the Purchaser (an “Offer Notice”) at least ten (10) Business Days prior to the proposed date of the purchase agreement, investment agreement or other agreement (the “Additional Investment Agreement”). Each Offer Notice shall include the applicable purchase price per security for such Additional Investment, the aggregate amount of the proposed Additional Investment and the other material terms and conditions of such Additional Investment, including the proposed closing date. The Offer Notice shall constitute the Company’s offer to issue such Additional Investment to the Purchaser substantially on the terms and conditions specified in the Offer Notice, which offer shall be irrevocable for five (5) Business Days following the date the Offer Notice is received by the Purchaser (the “Participation Notice Period”). The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement. If the Company believes the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Company shall notify the Purchaser reasonably in advance of undertaking such issuance, and the Company will consider in good faith any proposed revisions made by the Purchaser to the terms of the proposed Additional Investment that (i) would only be applicable to the Purchaser, (ii) would not result in the Company needing to obtain stockholder approval in connection with the Additional Investment as a result of the issuance of Additional Securities to the Purchaser and (iii) are not, in the aggregate, materially adverse to the terms of the Additional Investment. If the Purchaser elects to purchase all or a portion of such Additional Investment specified in the Offer Notice, the Purchaser shall deliver to the Company during the Participation Notice Period a written notice stating the aggregate amount of the proposed Additional Investment that the Purchaser offers to purchase (the “Participation Notice”). Notwithstanding the foregoing, in the event that the Company is seeking stockholder approval for any Third Party in connection with the Additional Investment or for any other matter that may be needed to consummate the proposed issuance of Additional Securities, then the Company shall also seek stockholder approval in connection with the issuance of the Additional Securities to the Purchaser.

  • Investor Rights Agreement The Company and the other parties thereto shall have duly executed and delivered the Investor Rights Agreement.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

  • Participation Right From the date hereof through the two (2) year anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.

  • Participation Agreements Prior to the Effective Date of this Arrangement, the CTO must sign an MDPCP Participation Agreement with CMMI (the “CTO Participation Agreement”). Prior to the Effective Date of this Arrangement, the Practice must sign an MDPCP Participation Agreement with CMMI (the “Practice Participation Agreement”). If either Party does not sign a Participation Agreement with CMMI prior to the Effective Date of this Arrangement, then this Arrangement shall be deemed null ab initio.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

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