Tail Financing; Right of First Refusal Sample Clauses

The "Tail Financing; Right of First Refusal" clause grants a party, typically an advisor or broker, the right to participate in or match the terms of future financing transactions that occur within a specified period after their engagement ends. In practice, if the company seeks new investment or funding from parties introduced by the advisor during the engagement, the advisor may have the opportunity to provide the financing themselves or match any third-party offer. This clause ensures the advisor is compensated for their efforts in sourcing investors and protects their interests by preventing the company from bypassing them for subsequent deals with those investors.
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Tail Financing; Right of First Refusal. If a Closing pursuant to the Offering is completed, the Placement Agent shall be entitled to fees equal to 7.0% of the aggregate gross proceeds received by the Company from any public or private offering cash financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that either participate in the Offering or that the Placement Agent has in good faith introduced to the Company during the term of the Placement Agent’s engagement for this Offering, if such Tail Financing is consummated at any time within the 12-month period following the initial Closing Date. If a Closing pursuant to the Offering is completed, for a period of 18 months from the initial Closing Date, the Company grants C▇▇▇▇▇▇ the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all equity or equity-linked offerings during such period, of the Company, or any successor to or any subsidiary of the Company. For the avoidance of doubt, the foregoing entitlement of the Placement Agent shall not apply to the offer or sale of any (i) securities or other rights issued to employees, officers, directors, contractors, advisors or consultants of the Company or other similar arrangements; (ii) securities issued upon the exercise or conversion of any options, warrants (including without limitation the Placement Agent Warrant) or other rights to purchase any securities of the Company outstanding as of the final Closing Date or issued thereafter under an exception contained in this sentence; (iii) securities issued as consideration for a merger, acquisition, joint venture or similar business combination approved by the Board of Directors of the Company; (iv) securities issued as consideration for strategic transactions or issued in connection with any loan, equipment leasing or similar commercial debt transaction in each case approved by the Board of Directors of the Company; and (v) securities issued in connection with any recapitalization of the Company (that is, securities issued in exchange for other securities of the Company)(subsections (i)-(ii) of the foregoing, “Excepted Issuances”).
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Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this Offering, if such Tail Financing is consummated at any time within the 12-month period following the Closing Date. If the Offering is completed, for a period of 24 months from the closing date of such Offering, the Company grants ▇▇▇▇▇▇ the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of the Company. Notwithstanding the foregoing, in the event of a public or private sale of securities during the foregoing 24-month period, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. During the 24-month period described above, if the Company makes any equity, equity-linked or debt (excluding commercial bank debt) offerings, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be permitted to participate at a 50% level as a placement agent or underwriter for such offering.
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Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has contacted or introduced to the Company during the term of the Placement Agent’s engagement for this Offering, if such Tail Financing is consummated at any time within the 9-month period following the Closing Date. If the Offering is completed, for a period of nine months from the Closing Date, the Company agrees that ▇▇▇▇▇▇ has the right of first refusal to act as lead managing underwriter or sole book runner, or as lead placement agent, for any and all future equity, equity-linked or convertible debt offerings during such period, of the Company, or any successor to or any subsidiary of the Company.
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Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this offering, as well as any investors that participated in the Offering, subject to rights already granted to any co-Placement Agent in the Offering, if such Tail Financing is consummated at any time within the 6-month period following the Closing Date. If the Offering is completed, for a period of six months from the Closing Date, the Company agrees that ▇▇▇▇▇▇ has the right of first refusal to act as lead managing underwriter or sole book runner, or as lead placement agent, for any and all future equity, equity-linked or convertible debt (excluding: (i) revolving loan bank debt, (ii) at the market sales made pursuant to the At Market Issuance Sales Agreement between the Company and ▇. ▇▇▇▇▇ FBR, Inc. dated December 8, 2017; or (iii) to the entity set forth in Section 7 of the engagement letter dated February 26, 2018 between the Company and the Placement Agent) offerings during such period, of the Company, or any successor to or any subsidiary of the Company, subject to rights already granted to any co-Placement Agent in the Offering.
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Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Offering during the term of the Placement Agent’s engagement for this offering, as well as any investors that participated in the Offering, if such Tail Financing is consummated at any time within the 9-month period following the Closing Date. If the Offering is completed, for a period of nine months from the Closing Date, the Company agrees that ▇▇▇▇▇▇ has the right of first refusal to act as lead managing underwriter or sole book runner, or as lead placement agent, for any and all future equity, equity-linked or convertible debt offerings during such period, of the Company, or any successor to or any subsidiary of the Company.
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Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this offering, as well as any investors that participated in the Offering, if such Tail Financing is consummated at any time within the 6-month period following the Closing Date. If the Offering is completed, for a period of six months from the Closing Date, the Company agrees that ▇▇▇▇▇▇ has the right of first refusal to act as lead managing underwriter or sole book runner, or as lead placement agent, for any and all future equity, equity-linked or convertible debt (excluding: (i) revolving loan bank debt, or (ii) at the market sales made pursuant to the At Market Issuance Sales Agreement between the Company and ▇. ▇▇▇▇▇ FBR, Inc. dated December 8, 2017) offerings during such period, of the Company, or any successor to or any subsidiary of the Company.
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Related to Tail Financing; Right of First Refusal

  • Right of First Refusal (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.