Rights to Participate. From and after the date hereof until a Termination Event, if any, Investor shall be entitled to a participation right to purchase or subscribe up to that number of additional shares of capital stock (including as "capital stock" for purposes of this Section 3.2, any security, option, warrant, call, commitment, subscription, right to purchase or other agreement of any character that is convertible into or exchangeable or redeemable for shares of capital stock of the Company or any Subsidiary (and all references in this Section 3.2 to capital stock shall, as appropriate, be deemed to be references to any such securities), and also including additional shares of capital stock to be issued pursuant to the conversion, exchange or redemption of any security, option, warrant, call, commitment, subscription, right to purchase or other agreement of a character that is convertible into or exchangeable or redeemable for shares of capital stock, as if the price at which such additional shares of capital stock is issued pursuant to any such conversion, exchange or redemption were the market price on the date of such issuance) to be issued or sold by the Company which represents the same proportion (the "shareholder percentage") of the total number of shares of capital stock to be issued or sold by the Company (including the shares of capital stock to be issued to Investor upon exercise of its participation rights hereunder; it being understood and agreed that the Company will accordingly be required to either increase the number of shares of capital stock to be issued or sold so that Investor may purchase additional shares to maintain its proportionate interest, or to reduce the number of shares of capital stock to be issued or sold to Persons other than Investor) as is represented by the number of shares of Company Common Stock owned by Investor prior to such sale or issuance (and including for this purpose any shares of Company Common Stock to be acquired pursuant to the Stock Purchase Agreement, but not yet issued) relative to the number of shares of Company Common Stock outstanding prior to such sale or issuance (and including for this purpose any shares of Company Common Stock to be acquired pursuant to the Stock Purchase Agreement, but not yet issued) (but in no event more than 49.9% of the total number of shares of capital stock to be issued or sold by the Company at all subsequent offerings); provided, however, that the provisions of this Section 3.2 shall not ...
Rights to Participate. On November 14, 2011, the Company entered into a Convertible Note Purchase Agreement with two current shareholders of the Company, pursuant to which the Company issued Senior Unsecured Convertible Promissory Notes (the “Bridge Notes”) in the aggregate principal amount of $600,000. Subject to the conditions set forth in the Bridge Notes financing agreement, the Bridge Notes will convert automatically upon the closing of an offering by the Company of equity securities or debt convertible into equity securities on or before December 31, 2011, in a single or series of related closings, with immediately available gross proceeds of at least $2,500,000, excluding amounts represented by the Bridge Notes (a “Qualified Financing”), into securities with the same rights, priorities and privileges as are purchased in the Qualified Financing, based on a conversion ratio equal to the principal amount of the Bridge Notes divided by the price per share paid in the Qualified Financing in the case of an equity financing, or into a debt instrument or instruments of the same class and series issued to other investors in the Qualified Financing, including any warrants issued in connection therewith, having an original principal amount equal to the outstanding principal balance of the Bridge Notes in the case of a convertible debt financing. In the event that the Company completes an equity financing that does not qualify as a Qualified Financing (a “Financing”), then the holders of the Bridge Notes will, in most circumstances, have the option to convert the Bridge Notes into securities with the same rights, priorities and privileges as are purchased in the Financing, based on a conversion ratio equal to the principal amount of the Bridge Notes divided by the price per share paid in the Financing. Notwithstanding the fact that the Offering may not constitute a Qualified Financing, the holders of the Bridge Notes intend to exercise their option to convert the Bridge Notes into Notes with an aggregate principal amount of $600,000 in connection with the Offering, and the Bridge Note holders will receive a corresponding amount of Warrants and Additional Investment Rights. Schedule 5(g)(ii)
Rights to Participate. On termination or expiry of this Agreement, the Club’s rights to participate in the Competitions cease.
Rights to Participate. 17.1 The Corporation agrees that for a period of twenty-four (24) months commencing from the date of the Closing Date (the “ROFR Period”), the Corporation will provide the Agent with the right (but not the obligation) to formally act as lead agent or underwriter in any offering of securities of the Corporation to be issued and sold in Canada by private placement or public offering, with participation of a minimum of 30% of such offering. In addition, during the ROFR Period, the Agent will also have the right (but not the obligation) to provide any professional, sponsorship or advisory services performed (or normally performed) by an investment bank in connection with any merger, acquisition, take-over, or reorganization.
Rights to Participate. The Members agree as follows:
Rights to Participate. On termination or expiry of this Agreement, the Association will cease to have the rights and entitlements granted to it under this Agreement, including without limitation the Right to Administer and the Right to Participate.
