Optional Investment Sample Clauses

The Optional Investment clause allows one or more parties the right, but not the obligation, to make additional investments under specified terms. Typically, this clause outlines the conditions, timing, and procedures for exercising the investment option, such as notice requirements or predetermined valuation methods. Its core function is to provide flexibility for future funding, enabling parties to secure additional capital if desired while not committing them in advance, thus balancing opportunity with risk management.
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Optional Investment. The Owner Operator shall also have the option, but not the obligation, to invest an additional $12,500 in SDI by purchasing shares of Common Stock at a price equal to 50% of the Closing Price.
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Optional Investment. The Company and the Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "EFFECTIVE DATE"), the Buyers shall have the option to enter in a subsequent securities purchase agreement with the Company (the "SUBSEQUENT SECURITIES PURCHASE AGREEMENT") within thirty (30) days following the Effective Date, and purchase additional debentures (the "OPTIONAL DEBENTURES") in the aggregate principal amount of Two Hundred Thousand Dollars ($200,000) and additional warrants to purchase an aggregate of 600,000 shares of Common Stock (the "OPTIONAL WARRANTS") for an aggregate purchase price of Two Hundred Thousand Dollars ($200,000), with the closing of such purchase to occur no later than (10) business days following the exercise of such option, PROVIDED, HOWEVER, that the obligation of each Buyer to purchase the Optional Debentures and the Optional Warrants is subject to such Buyer exercising its option to enter into the Subsequent Securities Purchase Agreement by written notice to the Company and the satisfaction, at or before the closing of such purchase and sale, of the terms and conditions set forth in the Subsequent Securities Purchase Agreement. The terms of the Optional Debentures and the Optional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date; PROVIDED, HOWEVER, that the date of the Optional Debentures and the Optional Warrants shall be the date on which they are issued by the Company to the Buyers. The Common Stock underlying the Optional Debentures and the Optional Warrants shall be Registrable Securities (as defined in a registration rights agreement to be executed contemporaneously with the Subsequent Securities Purchase Agreement (the "SUBSEQUENT REGISTRATION RIGHTS AGREEMENT")) and shall be included in the Registration Statement to be filed pursuant to the Subsequent Registration Rights Agreement.
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Optional Investment. If the Underwriters and the Company sell shares of Common Stock in the Offering and to the Institutional Investors that, in the aggregate, result in more than $125 million in gross proceeds to the Company and, thus, PNC's Purchase Commitment is not fully utilized by the Company, PNC shall have the right, but not the obligation, to purchase an additional number of shares of Common Stock in the Offering to increase PNC's total investment in the Common Stock pursuant to this letter agreement to an amount not to exceed $50 million calculated at the Offering Price (the "Optional Investment"); provided that PNC's Optional Investment shall be limited to a number of shares such that the gross proceeds to the Company therefrom, when aggregated with the gross proceeds to the Company from the Offering, the purchase by the Institutional Investors and the Purchase Commitment, do not exceed $200 million. To the extent not theretofore exercised, PNC's rights with respect to the Optional Investment shall terminate on the Closing Date. Notwithstanding the preceding sentence, PNC's rights to the Optional Investment shall become exercisable only at such time as the distribution of the Common Stock in the Offering, including shares issuable pursuant to the underwriters' over-allotment option, has been completed. PNC's must exercise its Optional Investment rights within three business days of the completion of such distribution by the underwriters.
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Optional Investment. At any time prior to the earlier of (i) the delivery of the Second Closing Notice by the Company (as defined below) and (ii) December 31, 2008, each Investor shall have the option at any time to purchase, in one or more closings, that number of shares of Series A-1 Preferred Stock which, in the aggregate, may be up to such Investor’s Second Closing Shares upon ten (10) days’ written notice to the Company at a purchase price per share equal to the Series A-1 Purchase Price.
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Optional Investment. The Operating Partner shall also have the option, but not the obligation, to invest an additional $12,500 in SDI by purchasing shares of Common Stock at a price equal to 50% of the Closing Price.
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Optional Investment. The Company hereby grant an option to the Investors to purchase, on or before the first anniversary of the Closing Date, an additional amount of Notes (the “Additional Notes”) from the Company at the Purchase Price, not to exceed the aggregate amount of fifteen percent (15%) of the principal amount of Notes purchased under the Maximum Aggregate Investment (the “Optional Investment”). Except as otherwise set forth in this Agreement, the Additional Notes shall be on the same terms and conditions as the original Notes issued at Closing. The maximum principal amount of Additional Notes that each Investor may purchase shall be pro rata to the original principal amount of Notes purchased by each Investor at Closing (i.e., each Investor will only be permitted to purchase up to fifteen percent (15%) of the aggregate principal amount of Notes purchased by such Investor at the Closing at a corresponding pro rata portion of the Purchase Price). The Investors may exercise this right in whole or from time to time in part by giving written notice to the Company not later than five (5) Business Days prior to the first anniversary of the Closing Date. Any exercise notice shall specify the amount of Additional Notes to be purchased by the Investors under the Optional Investment and the date on which such Additional Notes are to be purchased. Each purchase date (including the delivery to the Company of payment in full of the Purchase Price for the Additional Notes) must be at least two (2) Business Days after the written notice is given and later than five (5) Business Days after the date of such notice (the “Optional Delivery Date”). On each Optional Delivery Date (a) the Investor exercising the Optional Investment shall purchase the amount of Additional Notes set forth in the exercise notice, (b) the Company shall sell the amount of Additional Notes set forth in the exercise notice, subject to receipt of the Purchase Price for the Additional Notes. Failure of the Investor to comply with the foregoing shall cause any purported exercise of the Optional Investment to be null and void. The Additional Notes shall not be assignable, except with the express written consent of the Company.
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Related to Optional Investment

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Legal Investment On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

  • Investment Securities Each of the Company and its subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any of its subsidiaries and except for such defects in title or liens, claims, charges, options, encumbrances, mortgages, pledges or security interests or other restrictions of any kind that would not be material to the Company and its subsidiaries. Such securities are valued on the books of the Company and its subsidiaries in accordance with GAAP.

  • Registered Investment Adviser The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

  • INITIAL INVESTMENT The Advisor has contributed to the Company $200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The Advisor may not sell these shares while the Advisory Agreement is in effect, although the Advisor may transfer such shares to Affiliates. The restrictions included above shall not apply to any Equity Shares, other than the Equity Shares acquired through the Initial Investment, acquired by the Advisor or its Affiliates. The Advisor shall not vote any Equity Shares it now owns, or hereafter acquires, in any vote for the removal of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.