Investment Agreement Sample Clauses

Investment Agreement. Section 1.7 and Section 1.8 of the Investment Agreement shall be of no further force or effect and Universal and Liberty shall cease to have any preemptive rights with respect to Equity Securities, except as otherwise provided with respect to Liberty in Section 3.01 of this Agreement.

Investment Agreement. The Purchaser will not agree to any amendment, waiver or modification of the Investment Agreement (other than corrections of obvious errors, if any, or other ministerial amendments) without the prior written consent of the Seller, in each case to the extent such amendment, waiver or modification is adverse to the Seller’s interests under this Agreement.

Investment Agreement. On or before the Effective Date, Company and Investor entered into a:

Investment Agreement. Investments pursuant to a guaranteed investment contract will be regarded as being made at fair market value if (a) A bona fide solicitation for a guaranteed investment contract is made that satisfies all of the following requirements: (A) the bid specifications are in writing and are timely forwarded to potential providers, (B) the bid specifications include all material terms that may directly or indirectly affect the yield or the cost of the guaranteed investment contract, (C) the bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the issuance of the bonds), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements contained in Section 1.148- 5(d)(6)(iii)(B)(1) or (2) of the Treasury Regulations, (D) the terms of the bid specifications are commercially reasonable in that there is a legitimate business purpose for each term other than to increase the purchase price or reduce the yield of the guaranteed investment contracts, (E) the terms of the solicitation take into account the reasonably expected deposit and drawdown schedule for the amounts to be invested, (F) all potential providers have an equal opportunity to bid and no potential provider is given the opportunity to review other bids (i.e., a "last look") before providing a bid, (G) in those cases where the issuer engages a bidding agent to conduct the bidding, such agent did not bid to provide the investment, and (H) at least three reasonably competitive providers are solicited for bids. A "reasonably competitive provider" is a provider that has an established industry reputation as a competitive provider of investments of the same type as such guaranteed investment contract; (b) At least three bona fide bids on the guaranteed investment contract are received from providers that have no material financial interest in the bonds. The following are deemed to have a material financial interest in the bonds: (A) the lead purchaser in a negotiated underwriting transaction until 15 days after the issue date of the issue, (B) any entity acting as a financial advisor with respect to the pu...

Investment Agreement. The Atkore Investment shall be consummated substantially concurrently with or prior to any funding pursuant to the Debt Financing pursuant to the provisions of the Investment Agreement, without giving effect to any amendment, waiver or other modification thereof or consent granted thereunder that (in any such case) is materially adverse to the interests of the Lenders that is not approved by the Lead Arrangers (it being agreed that any reduction in the consideration under the Investment Agreement or the definition of “Material Adverse Effect” in the Investment Agreement will be deemed materially adverse to the interests of the Lenders). It is expressly acknowledged that the Investment Agreement, dated as of November 9, 2010, and the disclosure schedules and exhibits thereto in each case in the form submitted to the Lead Arrangers on November 9, 2010 are satisfactory.

Investment Agreement. The Shareholder has received and reviewed a copy of the Investment Agreement.

Investment Agreement. The Investment Agreement is (i) in full force and effect, (ii) a valid, binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, and (iii) enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There does not exist any breach, violation or default (with or without notice, passage of time, or both) on the part of the Company or, to the Knowledge of the Company, any other party thereto, and, to the Knowledge of the Company, there does not exist any event, occurrence or condition, including the consummation of the Transactions, which (with or without notice, passage of time, or both) would, or would reasonably be expected to, constitute such a breach, violation or default.

Investment Agreement. The Ordinary Share Recipients shall have executed and delivered to Parent the Investment Agreement pursuant to Section 4.1, and such Investment Agreement shall remain in full force and effect at the Closing Date.

Investment Agreement. Each holder of Common Shares shall have executed and delivered to Buyer the form of Investment Agreement attached as Exhibit G hereto.