Right to Exclusive Subscription Sample Clauses

Right to Exclusive Subscription. Company hereby grants to Purchaser the exclusive right to purchase the entire offering of $500,000 offered hereunder. Purchaser agrees to subscribe to a minimum of $50,000, with $50,000 being funded on or before January 20 and $50,000 being funded on or before February 20, 2010. Neither Company, nor any of its officers or directors shall discuss any form of equity financing with any third parties during the term of this exclusive period. This exclusive period shall extend until May 30, 2010. Provided that Purchaser, Vanguard Capital, LLC and/or Xxxx Xxxxxxx, or their respective assigns, fund a minimum of $50,000 ($25,000 each) per month hereunder, Company shall not offer any securities for sale to any other parties, and shall not discuss with any other parties any financing of any kind or nature without the prior written consent of Vanguard Capital, LLC and Xxxx Xxxxxxx. In the event that Vanguard Capital, LLC and/or Xxxx Xxxxxxx do not subscribe, in the aggregate, for a minimum of $50,000 per month during the months of January, February, March, April and May 2010, Company shall be free to offer the securities to other potential investors, or terminate the offering. Such termination will not affect, in any way, any monies or shares previously subscribed and paid for.
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Related to Right to Exclusive Subscription

  • Right to Expand Provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, is not then in default of executing its obligations under the Lease, and has obtained all necessary governmental or municipal permits, licences and authorizations, the Tenant shall have throughout the Term the ongoing right to expand the Premises (the “Right to Expand”), at its cost, either by (i) the construction of an expansion to the Building, or (ii) constructing an additional building on the Land (the “Expansion Premises”), the whole in accordance with the terms and conditions of Section 6.2

  • Right to Exchange (i) Series J Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011, at the option of the holders of 51% of all outstanding Series J Preferred Units, for authorized but previously unissued Series J Preferred Shares at an exchange rate of one Series J Preferred Share from the General Partner for one Series J Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • RIGHT TO EXAMINE CONTRACT We want You to be satisfied with the contract You have purchased. We urge You to closely examine its provisions. If for any reason You are not satisfied with Your purchase, You may cancel the contract by returning the contract within ten days after You receive it. A written request for cancellation must accompany the contract. In such event, We will pay You an amount equal to the sum of (i) the difference between the premiums paid and the amounts allocated to any Account under the contract and (ii) the Contract Value on the date of surrender. You bear only the investment risk during the period prior to Our receipt of request for cancellation. Signed for the Company [ ] Premium Payments are flexible as described herein. NONPARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION PROVISIONS, PAGES 6 AND 7. HL-VA03 Printed in U.S.A. B644R0.FRM TABLE OF CONTENTS Page Contract Specifications 3 Definition of Certain Terms 4 Premium Payments 6 Valuation Provisions 6 Transfers Between Accounts 7 Contract Control Provisions 8 General Provisions 9 Surrenders 10 Death Benefits 11 Settlement Provisions 14 Annuity Tables 16 HL-VA03 Page 2 Printed in U.S.A. B645R0.FRM CONTRACT SPECIFICATIONS CONTRACT NUMBER [ SPECIMEN ] CONTRACT ISSUE DATE [SEPTEMBER 14, 2009 ] NAME OF ANNUITANT [ XXXXX XXXXX ] ANNUITY COMMENCEMENT DATE [ JANUARY 1, 2039 ] ANNUITANT AGE [ 35 ] INITIAL PREMIUM PAYMENT [ $2,000 ] ANNUITANT GENDER [ MALE ] MINIMUM SUBSEQUENT PAYMENT [ $500 ] CONTINGENT ANNUITANT [ XXXX XXXXX ] DESIGNATED BENEFICIARY [ XXX XXXXX ] CONTRACT OWNER [ XXXXX XXXXX ] DESCRIPTION OF BENEFITS INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT SEPARATE ACCOUNT: [ HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT SEVEN ] MORTALITY AND EXPENSE RISK CHARGE: [0.50%] PER ANNUM OF THE DAILY SUB-ACCOUNTS VALUE. ADMINISTRATION CHARGE: [0.20%] PER ANNUM OF THE DAILY SUB-ACCOUNTS VALUE. ANNUAL MAINTENANCE FEE: $[0] IF THE CONTRACT VALUE IS [$50,000] OR MORE ON THE CONTRACT ANNIVERSARY. [$50] IF THE CONTRACT VALUE IS LESS THAN [$50,000] ON THE CONTRACT ANNIVERSARY AND WHEN THE CONTRACT IS FULLY SURRENDERED. PREMIUM BASED CHARGE: WE WILL APPLY AN ANNUAL PREMIUM BASED CHARGE AGAINST EACH PREMIUM PAYMENT MADE TO THIS CONTRACT. THE PREMIUM CHARGE WILL APPLY TO EACH PREMIUM PAYMENT THAT HAS BEEN INVESTED FOR [7] YEARS OR LESS. AN ANNUAL PREMIUM BASED CHARGE SHOWN BELOW WILL BE DEDUCTED FROM THE CONTRACT VALUE ON THE CONTRACT ANNIVERSARY BASED ON REMAINING GROSS PREMIUMS. EACH PREMIUM PAYMENT HAS ITS OWN [7] YEAR PREMIUM BASED CHARGE SCHEDULE AND IS ASSIGNED A PREMIUM BASED CHARGE BREAKPOINT AMOUNT BASED ON THE CURRENT DEPOSIT PLUS THE GREATER OF: A) THE TOTAL BALANCE AS OF THE IMMEDIATELY PRECEDING VALUATION DATE; OR B) CUMULATIVE DEPOSITS PREVIOUSLY RECEIVED LESS PRIOR WITHDRAWALS, BUT NOT LESS THAN ZERO. . IF A SUBSEQUENT PREMIUM PAYMENT BRINGS THE CUMULATIVE TOTAL TO A NEW BREAKPOINT, ONLY THAT PREMIUM PAYMENT WILL RECEIVE THE NEW BREAKPOINT PREMIUM BASED CHARGE. THE PRIOR PREMIUM PAYMENT(S) WILL MAINTAIN THE ORIGINAL BREAKPOINT PREMIUM BASED CHARGE APPLIED AT THE TIME SUCH PREMIUM PAYMENT(S) WAS PAID. A PROPORTIONATE AMOUNT OF THE PREMIUM BASED CHARGE WILL BE DEDUCTED FOR ANY PORTION OF PREMIUM PAYMENT THAT IS SUBJECT TO THE CHARGE, BUT IS NOT HELD UNDER THE CONTRACT FOR THE FULL APPLICABLE CONTRACT YEAR. PREMIUM PAYMENTS ARE SURRENDERED IN THE ORDER IN WHICH THEY ARE RECEIVED. [7] Year Premium Based Charge will apply to each Premium Payment PREMIUM BASED CHARGE BREAKPOINT AMOUNT [7] YEAR PREMIUM BASED CHARGE [$0 - $49,999.99] [0.71%] [$50,000.00 - $99,999.99] [0.64%] [$100,000.00 - $249,999.99] [0.50%] [$250,000.00 - $499,999.99] [0.35%] [$500,000.00 - $999,999.99] [0.28%] [$1,000,000.00+] [0.17%] SP-OSHARE-11 Page 3 Printed in U.S.A. CONTRACT SPECIFICATIONS CONTINGENT DEFERRED SALES CHARGE (CDSC): WE MAY ASSESS A CDSC WHEN YOU REQUEST A FULL OR PARTIAL SURRENDER. THE CDSC IS BASED ON THE AMOUNT YOU CHOOSE TO SURRENDER AND HOW LONG YOUR PREMIUM PAYMENTS HAVE BEEN IN THE CONTRACT. EACH PREMIUM PAYMENT HAS ITS OWN CDSC SCHEDULE AND IS ASSIGNED A CDSC BREAKPOINT AMOUNT BASED ON THE CURRENT DEPOSIT PLUS THE GREATER OF: A) THE TOTAL BALANCE AS OF THE IMMEDIATELY PRECEDING VALUATION DATE; OR B) CUMULATIVE DEPOSITS PREVIOUSLY RECEIVED LESS PRIOR WITHDRAWALS, BUT NOT LESS THAN ZERO. . IF A SUBSEQUENT PREMIUM PAYMENT BRINGS THE CUMULATIVE TOTAL TO A NEW BREAKPOINT, ONLY THAT PREMIUM PAYMENT WILL RECEIVE THE NEW BREAKPOINT CDSC. THE PRIOR PREMIUM PAYMENT(S) WILL MAINTAIN THE ORIGINAL BREAKPOINT CDSC APPLIED AT THE TIME SUCH PREMIUM PAYMENT(S) WAS PAID. PREMIUM PAYMENTS ARE SURRENDERED IN THE ORDER IN WHICH THEY ARE RECEIVED. AMOUNTS WITHDRAWN IN EXCESS OF THE AWA ARE SUBJECT TO CDSC. THE AMOUNT ASSESSED A CDSC WILL NOT EXCEED YOUR REMAINING GROSS PREMIUMS AS DEFINED ABOVE. NO CDSC WILL BE ASSESSED IF ONLY THE AWA IS TAKEN, OR ELIGIBILITY REQUIREMENTS ARE MET FOR THE WAIVER OF THE CDSC. FOR ANY SURRENDER, THE AMOUNT SUBJECT TO CDSC WILL BE CALCULATED AT THE TIME OF WITHDRAWAL BY DIVIDING (A) BY (B) MULTIPLIED BY (C) WHERE:

  • Period of Option and Limitations on Right to Exercise The Option will, to the extent not previously exercised, lapse under the earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Option under the circumstances described in paragraph (b) below, provide in writing that the Option will extend until a later date:

  • Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

  • Right to Use So long as no Event of Default exists, neither Lessor nor its assignee shall interfere with Lessee's right to use the Equipment under any Lease.

  • Right to Enter Lessor and Lessor’s agent shall have the right to enter the applicable Leased Property at all reasonable times for the purpose of exhibiting the Leased Property to others (i) if Tenant has not exercised its right with respect to any applicable Extended Term within the time period set forth in this Lease, or (ii) during the last eighteen (18) months of the Term (if all available options for Extended Terms have previously been exercised).

  • Agreement Not to Exercise Appraisal Rights Stockholder shall not exercise any rights (including under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares that may arise with respect to the Merger.

  • Right to Demand At any time after a Triggering Event, the Demand Holders may (subject in the case of Sponsor to Section 6.01), individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by Demand Holders (a "Demand Registration"); provided that the Company may, if the Board of Directors so determines in the exercise of its reasonable, good faith judgment that due to a pending or contemplated acquisition or disposition or public offering or other material event involving the Company it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holders written notice (the "Delay Notice"), defer such Demand Registration for a single period with respect to such Demand Registration not to exceed one hundred thirty five (135) days. Upon receipt by the Company of a request (a "Demand Request") to effect a Demand Registration the Company will within 10 business days after the receipt of such notice, notify each other Demand Holder of such request and such other Demand Holder shall have the option to include its Registrable Securities in such Demand Registration pursuant to this Section 5.02. Subject to Section 5.02(f), the Company will register all other Registrable Securities which the Company has been requested to register by such other Demand Holders (each an "Incidental Demand Holder") pursuant to this Section 5.02 by written request given to the Company by such holders within 10 business days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Regis- tration effective for more than (x) ninety (90) days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.07. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 5.01 and 5.02 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f) hereof use its best efforts to effect the prompt registration under the 1933 Act of:

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