RIGHT TO INVEST. 8.1 Lender or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing in an amount of up to $1,000,000 on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing.
RIGHT TO INVEST. In connection with any Qualified Financings consummated after the Closing Date, Designated Holders shall have the right, in their respective discretion, to participate in any one or more of such Qualified Financings, provided that with respect to any Qualified Financing that is a public offering of Borrower Representative, Borrower Representative agrees to use commercially reasonable efforts to provide Designated Holders or their respective assignees or nominees with the opportunity to invest in each such Qualified Financing if it is lawful to do so (or if the Qualified Financing is an IPO, to use commercially reasonable efforts to cause the underwriters for such offering to offer Designated Holders an allocation of securities in such offering or to issue such securities pursuant to a concurrent private placement with such IPO; provided, that if the underwriters reasonably determine that such allocation or issuance would be adverse to the Borrower Representative, the IPO, or the price per share of the Borrower Representative’s securities offered in the IPO, then the investment may be reduced as necessary to the extent reasonably determined by the underwriters), on the same terms, conditions and pricing afforded to other investors participating in such Qualified Financing; provided that the maximum aggregate investment amount by Designated Holders for all participation in Qualified Financings pursuant to this Section 6.14 shall be $5,000,000. Borrower Representative shall provide written notice to Administrative Agent not later than the date upon which potential investors are notified of a Qualified Financing, and if a Designated Holder desires to exercise its right to participate in such Qualified Financing, such Designated Holder shall cooperate to consummate its investment in such closing promptly upon receipt of documentation with respect thereto. Borrower Representative shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 6.14, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate, but only to the extent permitted by law, to protect the rights of Designated Holders and their respective assignees or nominees hereunder against impairment.
RIGHT TO INVEST. HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each case for all Lenders and their permitted assignees or nominees, in each case, on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable). If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVax, or an investment bank or underwriter engaged on HilleVax’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two (2) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (i) termination of this Agreement, (ii) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 of HilleVax’s Equity Interest in the Qualified IPO, or (iii) consummation of the next Subsequent Financing.
RIGHT TO INVEST. Nothing in this Agreement is intended or shall be construed to limit Employee's right (i) to engage in passive personal investments, including, but not limited to, holding as an investment not more than five percent (5%) of any class of the issued and outstanding and publicly traded (on a recognized national or regional securities exchange or in the over-the-counter market) capital stock or other securities of any corporation or other entity that conducts activities that compete with the business of Company or any affiliate of Company; or (ii) to invest, individually or with others, in oil and gas prospects, subject, however, in the case of oil and gas prospects to the following conditions:
RIGHT TO INVEST. 8.1 Lender or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing in an amount of up to One Million Dollars ($1,000,000) on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall survive the repayment of indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement.
RIGHT TO INVEST. 8.1 Lender or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing (as defined in the Equity Rights Letter Agreement) pursuant to the terms set forth in the Equity Rights Letter Agreement.
RIGHT TO INVEST. Borrower shall grant to each Lender a right to invest in Borrower’s future private equity rounds on the terms and conditions as more fully set forth in the Investment Letter.
RIGHT TO INVEST. 8.1 The Lenders or their assignees or nominees shall have the right, in their discretion, to participate in any Subsequent Financing in an amount of up to Five Million and No/100 Dollars ($5,000,000) on the same timing, terms, conditions and pricing afforded to others participating in any such Subsequent Financing.
RIGHT TO INVEST. 8.1 At all times when any Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) shall be outstanding to Lender hereunder, Lender or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing in an amount of up to Two Million Dollars ($2,000,000) on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing.
RIGHT TO INVEST. 8.1 Lender or its assignee or nominee shall have the right, in its discretion, to participate in the next Subsequent Financing in an amount of up to $2,000,000 on the same terms, conditions and pricing afforded to others participating in any such Subsequent Financing, provided that with respect to an initial public offering of Parent, Parent shall use commercially reasonable efforts to allow such participation. Parent shall provide written notice to Lender at least five (5) Business Days prior to the consummation of each Subsequent Financing, and if Lender desires to exercise its right to participate in such Subsequent Financing, Lender shall cooperate to consummate its Investment in such closing within five (5) days of receipt of documentation with respect thereto. Parent shall not take any action to avoid or seek to avoid the observance or performance of any of the obligations pursuant to this Section 8.1, but will at all times in good faith assist in the carrying out the same and take all such action as may be necessary or appropriate to protect the rights of Lender hereunder against impairment. Without limiting the generality of the foregoing, Parent will obtain all such authorizations, exemptions or consents from any third party or any governmental authority having jurisdiction thereof as may be necessary to enable Parent to perform its obligations under this Agreement.
