Preferred Investment Sample Clauses

Preferred Investment. [***] of the proceeds from the Preferred Investment will be used solely to fund the HIV Viral Load Assay Development Project and improvements in the Platform Technology in connection with the HIV Viral Load Assay Development Project in furtherance of the Charitable Purpose; provided, however, if the Joint Steering Committee at any time determines that the Company is unlikely to meet the applicable milestones for the HIV Viral Load Assay Development Project contained in the SOW (defined below), the Company shall, at the Foundation’s election, instead apply any remaining portion of such proceeds to an Additional Assay Project in furtherance of the Charitable Purpose. The remaining [***] of the proceeds from the Preferred Investment will be used solely to support the commercialization of the Platform Technology in Challenging Market Countries in accordance with the Accelerated Commercialization Commitment.
Sample 1Sample 2
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Preferred Investment. Prior to Closing, Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the financings contemplated by the Class D Preferred Agreement on the terms and conditions described therein as soon as practicable following the date hereof, including (i) negotiating definitive agreements with respect to the financing contemplated by the Class D Preferred Agreement in accordance with the terms and conditions set forth in the Class D Preferred Agreement or on terms that do not modify the terms of the Class D Preferred Agreement in such a way as would reasonably be expected to make the funding of the financing (or satisfaction of the conditions precedent to funding) less likely to occur and (ii) causing the funding of the Preferred Investment as soon as practicable following the date hereof but in any event no later than the Closing.
Sample 1
Preferred Investment. The Company has entered into subscription agreements (the “Preferred Subscription Agreements”), pursuant to which subscribers party thereto have committed, subject to the terms and conditions therein, to purchase Series A convertible preferred shares of the Company for an aggregate purchase price equal to $95.0 million. As of the date hereof, each of Preferred Subscription Agreements is in full force and effect and is legal, valid and binding upon the Company and, to the knowledge of the Company, the subscribers party thereto, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. As of the date hereof, none of the Preferred Subscription Agreements has been withdrawn, terminated, amended or modified, and, to the knowledge of the Company, no such withdrawal, termination, amendment or modification is contemplated, and the commitments contained in the Preferred Subscription Agreements have not been withdrawn, terminated or rescinded by the subscriber party thereto in any respect.
Sample 1
Preferred Investment. [***] million of the proceeds from the Preferred Investment were used solely to fund the HIV Viral Load Assay Development Project and improvements in the Platform Technology in connection with the HIV Viral Load Assay Development Project in furtherance of the Charitable Purpose. The remaining [***] million of the proceeds from the Preferred Investment was used solely to support the commercialization of the Platform Technology in Challenging Market Countries in accordance with the Accelerated Commercialization Commitment.
Sample 1

Related to Preferred Investment

  • PIPE Investment (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

  • Distributions; Capital Change; Restricted Investments Neither the Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or issue any capital stock other than common stock or (iii) make any Restricted Investment.

  • Investment of Cash In connection with this Agreement, Customer may issue standing Instructions to invest Cash in one or more sweep investment vehicles. Such investment vehicles may be offered by a BNY Mellon Affiliate or by a client of BNY Mellon, and BNY Mellon may receive compensation therefrom. By making investment vehicles available, BNY Mellon and its Affiliates will not be deemed to have recommended, endorsed or guaranteed any such investment vehicle in any way or otherwise to have acted as a fiduciary or agent for, or on behalf of, Customer, its investment manager or any Account. BNY Mellon will have no liability for any loss incurred on any such investments. Customer understands that Cash may be uninvested if it is received or reconciled to an Account after the applicable deadline to be swept into Customer’s selected investment vehicle.

  • Restricted Investment Make or have, or permit any Subsidiary of Borrower to make or have, any Restricted Investment.

  • Equity Investment The Owner Participant shall have made or caused to be made the Equity Investment available to the Owner Lessor at the place and in the manner contemplated by Section 2.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

  • Permitted Investments At any time, any one or more of the following obligations and securities:

  • Subsequent Investment The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of Seven Hundred and Fifty Thousand Dollars ($750,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 350,000 shares of Common Stock, for an aggregate purchase price of Seven Hundred and Fifty Thousand Dollars ($750,000), with the closing of such purchase to occur within five (5) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 466,620 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

  • Investments Make any Investments, except:

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