SUBSEQUENT INVESTORS Sample Clauses

SUBSEQUENT INVESTORS. The Company shall not grant registration rights or enter into any registration rights agreement or similar agreement with any Person which are equal to, superior to or conflict, impair or interfere in any way with the rights granted hereunder, without the consent of Holders, at the time of determination, of a majority of the Registrable Shares (based on the number of shares of Common Stock underlying the Registrable Shares on an as-if converted basis).
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
SUBSEQUENT INVESTORS. At such time as the Company shall duly and validly issue additional shares of Series C-1 Preferred Stock pursuant to the Series C Preferred Stock Purchase Agreement, originally dated as of April 15, 2013, as amended from time to time (the “Purchase Agreement”) to one or more third parties in a manner approved by the Board (a “Subsequent Preferred Holder”), each such Subsequent Preferred Holder may become a party to this Agreement without the need for any additional consent, approval, signature or other action of any party hereto by executing a counterpart signature page to this Agreement, in the form attached hereto as Exhibit A, indicating such person’s agreement to become bound by the provisions hereof and to accept the rights and obligations hereunder (upon the Company’s receipt of such signature page, such person shall be a “Subsequent Investor”). A Subsequent Investor shall be deemed a “New Investor” under this Agreement for any and all purposes and shall be added to Schedule A hereto as such. In addition, holders of Series C-2 Preferred Stock may become parties to this Agreement by executing a joinder agreement to this Agreement.
Sample 1Sample 2Sample 3
SUBSEQUENT INVESTORS. At such time as the Company shall duly and validly issue Series C Shares (or options, warrants or other rights to acquire Series C Shares) to one or more third parties approved by the Board of Directors of the Company (a “Series C Holder”), each such Series C Holder may become a party to this Agreement without the need for any additional consent, approval, signature or other action of any party hereto by executing a counterpart signature page to this Agreement, in the form attached hereto as Exhibit A, indicating such Series C Holder’s agreement to become bound by the provisions hereof and to accept the rights and obligations hereunder (upon the Company’s receipt of such signature page, such person shall be a “Subsequent Investor”). A Subsequent Investor shall be deemed an “Investor” under this Agreement for any and all purposes and shall be added to Schedule A hereto as such.
Sample 1
SUBSEQUENT INVESTORS. Any Subsequent Investor may become a party to this Agreement by such Subsequent Investor and the Company executing and delivering either a counterpart signature page to this Agreement, and thereafter such Subsequent Investor shall be deemed to be an “Investor” for all purposes hereunder.
Sample 1
SUBSEQUENT INVESTORS. Each Investor agrees that other parties may -------------------- become party to this Agreement as "Investors" (i.e., Holders of Registrable Securities) subsequent to the date hereof, provided that each such party purchases Series D Preferred Shares pursuant to the Series D Share Purchase Agreement, or becomes bound in writing thereto, and agrees in writing to be bound by all of the terms and conditions of this Agreement.
Sample 1
SUBSEQUENT INVESTORS. No person or persons ("SUBSEQUENT INVESTORS") shall acquire, either by purchase or otherwise any shares of Series A Stock, Series B Stock, Series C Stock or Series D Stock of the Company subsequent to the date hereof, unless such Subsequent Investors shall become a party to this Agreement and agree to be bound by the provisions hereof. Such Subsequent Investors shall be considered "Investors" for all purposes hereof and all shares of capital stock of the Company held by such Investors shall be deemed to be "Shares" for all purposes hereof. After the date of this Agreement, the Company may, without the prior consent of the Investors, make such Subsequent Investors a party to this Agreement by executing an "Additional Party Signature Page" in the form set forth as EXHIBIT C; provided that the inclusion of such additional party is approved by the Company's board of directors. Thereafter, the shares of Series A Stock, Series B Stock, Series C Stock or Series D Stock held by such Subsequent Investor shall be deemed Registrable Securities and such holder shall be a "Holder" for purposes hereof and both of such definitions shall be deemed duly and properly amended.
Sample 1
SUBSEQUENT INVESTORS. The parties acknowledge and agree that in the event that Subsequent Investors (as such term is defined in the Stock Purchase Agreement) become Investors under the Stock Purchase Agreement, they shall be entitled to registration rights hereunder with respect to the Preferred Stock and Conversion Shares purchased thereunder, and upon such purchase, each such Subsequent Investor shall execute a counterpart copy of this Agreement and thereafter shall be deemed a Preferred Investor, and Investor and a Venture Investor hereunder, with the rights and obligations thereof as specified in this Agreement, without any further action on the part of the Company or the other Investors.
Sample 1
AutoNDA by SimpleDocs
SUBSEQUENT INVESTORS. No person or persons ("SUBSEQUENT INVESTORS") shall acquire, either by purchase or otherwise any shares of Series A Stock, Series B Stock or Series C Stock of the Company subsequent to the date hereof, unless such Subsequent Investors shall become a party to this Agreement and agree to be bound by the provisions hereof. Such Subsequent Investors shall be considered "Investors" for all purposes hereof and all shares of capital stock of the Company held by such Investors shall be deemed to be "Shares" for all purposes hereof.
Sample 1
SUBSEQUENT INVESTORS. No person or persons ("SUBSEQUENT INVESTORS") shall acquire, either by purchase or otherwise any shares of capital stock of the Company subsequent to the date hereof, unless such Subsequent Investors shall become a party to this Agreement and agree to be bound by the provisions hereof. Such Subsequent Investors shall be considered "Common Holders" for all purposes hereof and all shares of capital stock of the Company held by such Subsequent Investors shall be deemed to be "Common Shares" for all purposes hereof. Notwithstanding anything contrary contained herein, if the Company shall issue any Common Shares as set forth in the previous sentence, such Subsequent Investor may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement.
Sample 1

Related to SUBSEQUENT INVESTORS

  • Investors During the Escrow Period, Investors will be instructed by the Dealer Manager or any Soliciting Dealers to remit the purchase price in the form of checks payable to the order of, or funds wired in favor of, “UMB Bank, N.A., as escrow agent for Resource Apartment REIT III, Inc.” Notwithstanding the foregoing, however, Pennsylvania Investors, Washington Investors and New York Investors shall continue to make checks payable to the order of “UMB Bank, N.A., as escrow agent for Resource Apartment REIT III, Inc.” until, respectively, the Pennsylvania Minimum Offering, the Washington Minimum Offering or the New York Minimum Offering is raised. Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) of the next business day following the receipt of instruments of payment from the Offering, the Company or the Dealer Manager, as applicable, shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase, the amount paid and whether such Investors are Pennsylvania Investors, Washington Investors or New York Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of Investors attached hereto as Exhibit A (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors, Washington Investors or New York Investors and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Sections 3, 4, 5 or 6 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

Time is Money Join Law Insider Premium to draft better contracts faster.