Participation by Investors Sample Clauses

Participation by Investors. The Investors or Holders shall furnish to the Company such information regarding the Investors’ offerings of Registrable Securities and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in connection with the Registration Statement and any related prospectus, or any amendment thereof or supplement thereto.
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Participation by Investors. The Investors or Holders shall furnish to the Company such information regarding the Investors' offerings of Registrable Securities and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in connection with the Registration Statement and any related prospectus, or any amendment thereof or supplement thereto. The Company will give each Investor, Holder and any underwriter, and their respective counsel and accountants (at the Investor's, Holder's or underwriter's sole expense), a reasonable opportunity to review, comment upon and participate in the preparation of the Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto. The Company will also allow each Investor or Holder reasonable access to the Company's books and records and such opportunities to discuss the business of the Company with its officers, counsel and accountants, as shall be reasonably necessary in order to conduct a reasonable and diligent investigation in within the meaning of the Securities Act.
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Participation by Investors. If the Transferring Investor receives one or more Participation Notices in a timely manner, the Tag-Along Investor(s) shall be entitled to sell the lesser of (i) the number of Shares that a Tag-Along Investor is entitled to sell, determined as provided in Section 2.5(e)(i) and (ii) the number of Shares a Tag-Along Investor has requested to sell in its Participation Notice; provided that in the event that any Investor does not provide a Participation Notice or elects in its Participation Notice to sell less than the maximum number of Shares available for sale under the preceding sentence, the Transferring Investor and each Tag-Along Investor that provided a Participation Notice in which such Investor included a number of Shares available for sale that exceeds the amount allotted under Section 2.5(a) shall have the right to include additional Shares in the Transfer in proportion to each such Investors’ relative ownership interests in the Company until full allotment in accordance with this Section 2.5(e). The costs and expenses of the Transfer borne by the Transferring Investor and the Tag-Along Investors, collectively, will be paid by all such Investors on a pro rata basis according to the relative number of Shares being sold by each such Investor.
Sample 1
Participation by Investors. The Investors or Holders shall furnish to the Company such information regarding the Investors' or Holders' offerings of Registrable Securities and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in connection with the Registration Statement and any related prospectus, or any amendment thereof or supplement thereto. For the purpose of providing such information, each Holder agrees to furnish to the Company a completed Questionnaire in the form attached hereto as Exhibit C (a "Selling Holder Questionnaire") not more than ten business days following the date on which such Holder receives a written request therefor from the Company. Each Holder also agrees with the terms and conditions of the Plan of Distribution in the form attached hereto as Exhibit D for purposes of inclusion in the prospectus related to the Registration Statement. The Company shall, (i) not less than five business days prior to the filing of the Registration Statement or any related prospectus or any amendment or supplement thereto, furnish to each Holder then holding ten percent or more of the outstanding Shares (a "Participating Holder") copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Participating Holder) which documents will be subject to the review by such Participating Holder, and (ii) cause the Company's officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act.
Sample 1

Related to Participation by Investors

  • Participation by Holders Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • Participation by Lenders LC Issuer irrevocably agrees to grant and hereby grants to each Lender, and – to induce LC Issuer to issue Letters of Credit hereunder – each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from LC Issuer, on the terms and conditions hereinafter stated and for such Lender’s own account and risk an undivided interest equal to such Lender’s Applicable Percentage of LC Issuer’s obligations and rights under each Letter of Credit issued hereunder and the amount of each Matured LC Obligation paid by LC Issuer thereunder. Each Lender unconditionally and irrevocably agrees with LC Issuer that, if a Matured LC Obligation is paid under any Letter of Credit for which LC Issuer is not reimbursed in full by the Borrower in accordance with the terms of this Agreement and the related LC Application (including any reimbursement by means of concurrent Loans or by the application of LC Collateral), such Lender shall (in all circumstances and without set-off or counterclaim) pay to LC Issuer on demand, in immediately available funds at LC Issuer’s Lending Office, such Lender’s Applicable Percentage of such Matured LC Obligation (or any portion thereof which has not been reimbursed by the Borrower). Each Lender’s obligation to pay LC Issuer pursuant to the terms of this subsection is irrevocable and unconditional. If any amount required to be paid by any Lender to LC Issuer pursuant to this subsection is paid by such Lender to LC Issuer within three Business Days after the date such payment is due, LC Issuer shall in addition to such amount be entitled to recover from such Lender, on demand, interest thereon calculated from such due date at the Federal Funds Rate. If any amount required to be paid by any Lender to LC Issuer pursuant to this subsection is not paid by such Lender to LC Issuer within three Business Days after the date such payment is due, LC Issuer shall in addition to such amount be entitled to recover from such Lender, on demand, interest thereon calculated from such due date at the Base Rate plus the Base Rate Margin.

  • Participation by Telephone One or more of the Trustees or of any committee of the Trust may participate in a meeting thereof by means of a conference telephone or similar Communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting except as otherwise provided by the Investment Company Act of 1940.

  • Participation Rights At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

  • Participation Right From the date hereof through the two (2) year anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.

  • Repayment of Participations (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

  • Participation in Future Financing (a) From the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

  • Right of Participation and First Refusal (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Acquisition of Participations Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Letter of Credit Obligations, each Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal to its Commitment Percentage of such Letter of Credit Obligations.

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