SAFE Investment Sample Clauses

SAFE Investment. (a) The Company shall obtain an investment amount pursuant to the SAFE Agreements of at least USD $15,000,000 and consummate the transactions contemplated by the SAFE Agreements on the terms described therein, exercising reasonable best efforts to obtain at least USD $5,000,000 within twenty (20) Business Days of the date of this Agreement, another USD $5,000,000 within forty (40) Business Days of the date of this Agreement, another USD $5,000,000 within sixty (60) Business Days of the date of this Agreement and, as needed, an additional USD $5,000,000 for a total of USD $20,000,000. The Company shall comply with its obligations under the SAFE Agreement and shall not permit, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the SAFE Agreements.
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SAFE Investment. Before the start of the Program, Investor agrees to invest $600,000 in exchange for, and the Company agrees to issue to Investor, one or more Safes (as needed) substantially in the form attached as Exhibit A to this Letter Agreement (the “Safe Investment”) with a post-money floor valuation of $10,000,000; provided that Investor will not be obligated to fund the Safe Investment if the Company voluntarily withdraws from participation in the Program for any reason. Common Stock. Within 15 days following funding of the Safe Investment, the Company will issue to Investor shares of its common stock (“Common Stock”) equal to 1.5% of the Company’s fully-diluted capitalization as of the date of issuance (including shares or other securities promised for issuance, but excluding unpromised shares authorized and available for issuance pursuant to any stock, equity, or similar plan maintained by the Company) at a price per share equal to the greater of the nominal price per share paid by the Company’s founders or the Company’s latest independent 409A valuation for a share of Common Stock (if one has previously been obtained). Such shares of Common Stock will be issued pursuant to the form of Common Stock Purchase Agreement attached as Exhibit B to this Letter Agreement (the “Purchase Agreement”). The Purchase Agreement contains a requirement that the Company issue Investor additional shares of Common Stock to “true up” the 1.5% level for: (a) issuances made or promised to the Company’s existing employees or service providers that occur or are promised prior to or in connection with the Company’s next equity financing (or liquidation event); and (b) existing convertible securities for which conversion calculations are not yet determinable. Information and Management Rights. So long as Investor holds any shares of the Company’s Common Stock or any security or securities that such shares or the Safe Investment are converted or exchanged into, as the case may be, the Company will deliver to Investor, if prepared by the Company for distribution to stockholders or third parties: unaudited or audited quarterly and annual financial statements; reasonable quarterly metrics about the Company’s progress; a capitalization table updated periodically; and an annual budget, to the extent prepared. Investor will be entitled to consult with and advise the Company’s management on significant business issues, including management’s proposed annual operating plans, and management will mee...
Sample 1
SAFE Investment. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of any Company SAFE Investor, all of the SAFE Investment shall be converted into validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent at a conversion price of $2.27 per share.
Sample 1

Related to SAFE Investment

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

  • The Investment 1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

  • The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • Acceptable Investment The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

  • Speculative Investment Purchaser’s investment in the Company represented by the Plan Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part. The amount of such investment is within Purchaser’s risk capital means and is not so great in relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part.

  • Trust Account Investments The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act.

  • Investments Make any Investments, except:

  • 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.

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