Investment Terms. The terms on which the Investor shall purchase securities pursuant to the Proposed Financing shall be the same as such securities are purchased by other investors in such Proposed Financing. In the event that the terms of the Proposed Financing are changed, the Borrower shall provide the Investor with the same notice of the revised terms that is provided to the other investors in such Proposed Financing in reasonably sufficient time to allow the Investor to review the Proposed Financing and the Company’s financial condition and prospects in light of the changed terms.
Investment Terms. 4.1 The Company may periodically provide updates on the status of Projects via the Company’s social media accounts. Investors may also request an update by emailing the address given in Clause 13.
Investment Terms. Within 30 days of the Funding Date of this agreement the Company will issue one million (1,000,000) shares of Series C Preferred Stock, of the Company. The stock will carry conversion rights to common on an annual basis the first week of October each year commencing October 1, 2004 for a period of 4 years according to a formula as defined herein.
Investment Terms. 1. Party B hereby agrees that it shall pay USD$29,400,000 to Party A.
Investment Terms. The terms on which a Participating Investor shall purchase securities pursuant to the Proposed Financing shall be the same as such securities are purchased by other investors in such Proposed Financing. In the event that the terms of the Proposed Financing are changed in a manner which is material to the Participating Investors, the Company shall provide the Participating Investors with the same notice of the revised terms that are provided to the other investors in such Proposed Financing, and, shall provide the Participating Investors the same amount of time as is provided to the other investors in such Proposed Financing to allow the Participating Investors to review the revised terms of the Proposed Financing and the Company’s financial condition and prospects in light of the changed terms. In no event shall any change in the terms of a Proposed Financing give any Qualified Investor which is not a Participating Investor the right to participate in such Proposed Financing.
Investment Terms. You acknowledge and agree to the following statements: I understand that Xxxxxx will be relying on my certification that I am an accredited investor in making opportunities available to me, and that the consequences of a false certification would be significant (including the possibility of a loss of an otherwise available registration exemption to the issuer). I agree that I will be responsible for any losses that are incurred as a result of a false certification or my continued use of the website after obtaining knowledge that a prior certification is no longer true. I agree to immediately inform Xxxxxx of any change to my status as an accredited investor. You further understand that, in order to allow you to participate in certain investment opportunities through the website that are a part of an offering involving general solicitation of potential investors, that Xxxxxx must have a reasonable belief that I am an accredited investor. For this reason, I understand and agree that, prior to each such investment, I will be required, by the United States Securities Regulations, to provide or upload documents which support my certification above that I qualify as an accredited investor, such as W-2s, tax returns, investment account statements, a third-party confirmation from my accountant or broker, and/or any other documents (in each case redacted to eliminate social security numbers, account numbers or other similar sensitive personal identifying or financial information) that will enable issuers to reasonably evaluate my accredited investor status. You acknowledge that all offers and sales that are made through the Website have not been registered under the United States Securities Act of 1933, as amended, or registered or qualified under applicable state securities laws. Neither the Securities and Exchange Commission nor any state regulatory authority has reviewed, approved or disapproved of any offers or sales, the related offering materials, or the terms of any offering, or determined whether the offering materials are truthful or complete. It is illegal for any person to tell you otherwise.
Investment Terms. 6.1 The Investor xxxxxx agrees to:
Investment Terms. Each other Investor investing in the Transaction shall enter into a Purchase Agreement that is substantively the same as this Agreement, and the terms of the Units purchased by any other Investor in the Transaction shall be identical to the Units purchased hereunder. No other Investor shall enter into any side letter or similar agreement with the Company relating to the Transaction without the consent of the Investor. Each of the Investors acknowledges and agrees that the Company has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 4. Each of the Investors further acknowledges and agrees that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information received by any such Investor which constitutes or may be deemed to constitute a projection, estimate or other forecast and certain business plan information, except that such information was prepared in good faith and based upon assumptions that the Company believes to have been reasonable at the time such information, if any, was provided to the applicable Investor.
Investment Terms. Development Phase Drive Shack will be responsible for the development and construction of each Puttery venue. During the development phase, we will organize the assets of each Puttery venue in a specially designated Delaware limited partnership (each, an “Operating Partnership”). Initially, Drive Shack will own 100% of the partnership interests in each Operating Partnership through a wholly owned subsidiary (the “DS Investor” and, together with Symphony, the “Investors”). Investment Structure Drive Shack will notify Symphony approximately 30 days prior to the receipt of the certificate of occupancy for each Puttery venue. No later than the fifth business day (the “Closing Date”) following (1) written notice by Drive Shack to Symphony of the receipt of the certificate of occupancy for a Puttery venue and (2) delivery by Drive Shack to Symphony of a written line item summary in reasonable detail, of the total cost-to-build of such Puttery venue, Symphony will invest an amount in cash equal to 10% of the total cost-to-build of such Puttery venue in exchange for newly issued partnership interests representing 10% (the “Ownership Percentage”) of the outstanding partnership interests of the Operating Partnership (the “Partner Interests”) that owns such Puttery venue (each, a “Co-Investment); provided however that Symphony shall not be required to invest an amount in cash equal to more than $1 million in any single Puttery venue (in exchange for a proportionate share of equity) without its prior written consent (calculated exclusive of investments made pursuant to Upsize Options) (“Single Venue Co-Investment Cap”). The Partner Interests held by Symphony will be pari passu in all respects with the Partner Interests held by the DS Investor in such Operating Partnership, in reflection of our mutual shared financial interests. Immediately following the issuance of the Partner Interests to Symphony, the DS Investor will retain an Ownership Percentage in such Operating Partnership of 90%. Each Co-Investment will be governed by a limited partnership agreement (each, an “Operating Agreement”) to be executed by the Investors substantially concurrently with the closing thereof. A draft of such Operating Agreement will be provided to Symphony at least 30 days prior to each such closing. Committed Amount Until the earlier of the termination of this letter agreement or the expiration of the three year duration of the Development Schedule (the “Commitment Period”) and subject ...
Investment Terms. Each other Investor investing in the Transaction shall enter into a Purchase Agreement that is substantively the same as this Agreement, and the terms of the Preferred Stock and Warrants purchased by any other Investor in the Transaction shall be identical to the Preferred Stock and Warrants purchased hereunder. No other Investor shall enter into any side letter or similar agreement with the Company relating to the Transaction without the consent of the Investor. Each of the Investors acknowledges and agrees that the Company has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 4. Each of the Investors further acknowledges and agrees that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information received by any such Investor which constitutes or may be deemed to constitute a projection, estimate or other forecast and certain business plan information, except that such information was prepared in good faith and based upon assumptions that the Company believes to have been reasonable at the time such information, if any, was provided to the applicable Investor.
