Future Investments. If the Company obtains any further financing by issuance or sale of equity securities of the Company to any third party (the “Next Round Financing”) after Closing, the Sun Vantage is entitled to co-invest in the Next Round Financing according to the then pre-money valuation of the Company. The Company and Founders hereby agree that if the Sun Vantage choose to participate in the Next Round Financing, the actual purchase price to be paid by the Sun Vantage in the Next Round Financing shall be deducted by USD300,000 for every investment amount of USD 1,000,000, but the total deducted amount shall not exceed USD2,400,000. Notwithstanding the foregoing, if the purchase price per share after such deduction is less than the purchase price per share paid by Sun Vantage under this Agreement, the purchase price per share to be paid by Sun Vantage in such Next Round Financing shall be increased to the one equal to the amount under this Agreement.
Future Investments. At the time the Holding Partnership or Xxxxx Core Fund acquires an Investment in which one or more GM Investors acquires an interest pursuant to a Co-Investment Right, the Holding Partnership or Xxxxx Core Fund will, at the time of the acquisition, establish a three-year period (the "Liquidation Period") during which the GM/Xxxxx Co-Investment Vehicle will be obligated to acquire or redeem or arrange for the acquisition of all of the GM Investors' interests in such Investment, such period to end no later than the twelfth anniversary of the date the GM Investors acquire their interests in such Investment. GMIMCo may repeatedly extend the Liquidation Period for any such Investment to a later three year period by giving notice to such effect to the applicable GM/Xxxxx Co-Investment Vehicle not less than one year prior to the start of the Liquidation Period then in effect. The GM/Xxxxx Co-Investment Vehicle will acquire or redeem or arrange for the acquisition of the GM Investors' interests in each such Investment, or arrange for the sale of such asset and the distribution of the GM Investors' share of the proceeds of such sale to the GM Investors, at any time during the Liquidation Period for the Investment. Any such acquisition or redemption of the GM Investors' interest in an Investment shall be, if the Investment is sold to a third party, for the amount that is distributed to the GM Investor by such GM/Xxxxx Co-Investment Vehicle as a result of such sale, and if it is not sold to a third party, then the amount that would be distributed by such GM/Xxxxx Co-Investment Vehicle if the Investment were sold for its Appraised Value and the Projected Net Proceeds were distributed to all Persons holding an interest in such GM/Xxxxx Co-Investment Vehicle. The GM/Xxxxx Co-Investment Vehicle shall give the GM Investors at least sixty days written notice of the particular date during the Liquidation Period (the "Proposed Liquidation Date") in which the GM/Xxxxx Co-Investment Vehicle intends to acquire or redeem the GM Investors' interests in such GM/Xxxxx Co-Investment Vehicle and the appraisal or appraisals on which the acquisition or redemption will be based (if the Investment is not sold to a third party). GMIMCo may then elect to require a new appraisal or appraisals for such acquisition or redemption in accordance with Section 5.02. If the Holding Partnership or the GM/Xxxxx Investment Co-Investment Vehicles, as applicable, elects to sell such Investment, it may s...
Future Investments. Notwithstanding anything to the contrary in the Credit Agreement, during the Waiver Period, the Borrower and the Guarantors shall, in addition to any other exceptions provided for in the Credit Agreement, be permitted to make Investments of the type set forth in clauses (13) and (14) of Section 6.07 and to incur obligations of the type set forth in clause (3) of Section 6.08 so long as the aggregate amount of all such Investments and other obligations made or incurred in reliance on this exception during the Waiver Period does not exceed $55,000,000.
Future Investments. In the event Company shall commence a private equity financing within five years subsequent to the date of this Agreement, Investor shall have the right to purchase the number of shares necessary to maintain its percentage interest in the common stock of the Company.
Future Investments. After the date hereof, when and as CHS or its affiliated funds (the "Future Investors") purchase additional securities from Xxxxxxx Companies or the Company or any of Xxxxxxx Companies' subsidiaries or parents, the Company will pay to CHS a fee (a "Future Investment Fee") equal to five percent (5%) of the cost of the total aggregate investment made by the Future Investors in such purchase, as compensation for services to be rendered by CHS to the Company in connection with the consummation of such investment.
Future Investments. Subject to the satisfaction of the terms set forth in this Section 5, until (i) immediately before the consummation of the Company’s first underwritten public offering of its common stock (the “Common Stock”) under the Securities Act (the “IPO”), (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Restated Certificate of Incorporation or (iv) the closing of a merger with a publicly listed special purpose acquisition company (a “SPAC” and such transaction, a “SPAC Transaction”), whichever event occurs first, Amgen hereby agrees to purchase from the Company up to $100.0 million (or such lesser amount as the Company in its discretion determines) in equity (or equity-linked securities (e.g., a convertible note or unit consisting of a combination of shares and warrants)) of the Company (the “New Securities”) in no more than two (2) future financings of the Company (each, a “Future Financing”); provided that, Amgen’s obligation to purchase shall be subject to the conditions set forth in this Section 5 and in no event shall Amgen be required to purchase greater than $50.0 million in equity securities (or equity-linked securities) in any single Future Financing (such Amgen required purchase, each an “Amgen Future Investment”). Amgen’s obligation to purchase in a Future Financing and related Amgen Future Investment is subject to the following conditions, in each case: (a) the Company shall give written notice to Amgen at least thirty (30)
Future Investments. 10 Section 4.02 Remedy.................................................................. 11 Section 4.03
Future Investments. For so long as the Company remains privately ------------------ held and not publicly traded Employee shall be offered the opportunity to participate, at his election, at 10% of the total invested by all investors in any future rounds of private financing of the Company at any new valuations that may pertain to such financing (subject to reduction of that 10% for subsequent rounds if Employee is diluted by his election not to participate in full in prior rounds). In connection with that participation, Employee shall be offered the opportunity to enter into the stock purchase agreement and registration and information rights agreements provided to other investors in that round of financing.
Future Investments. If the Trustee sells any of a Participant’s or Beneficiary’s shares of Company Stock pursuant to the Participant’s or Beneficiary’s directions or pursuant to subsection (c) above, the proceeds from such sale shall be reinvested in other Investment Subfunds in the manner elected by the Participant or Beneficiary or, in the absence of such an election, in the manner established by the Company, which shall not provide for reinvestment in Company Stock.
Future Investments. Within twenty (20) days after the Future Investments become final and binding in accordance with Section 1.5, Investor shall make such Future Investments, if any, to the Company.
