Co-Investment Rights.
Each Purchaser hereby shall have the pro rata right of first refusal (which right shall be shared with the other Purchasers, who purchase Notes in connection with the Company’s current offering or Prior Closing) to invest (in such amounts that all of such Purchasers (including the Prior Purchasers and other Purchasers who invest during the offering to which this Agreement is a part) shall so elect) in any and all future financings (“Future Financings”) of the Company for thirty-six (36) months from the date of this Agreement on the identical terms offered to other investors. The Company shall provide each Purchaser with (i) express prior written notice of a Future Financing, and (ii) all required documentation requested by the Purchaser related to any Future Financing all no later than ten (10) business days prior to the final date of the offering period (or other applicable investment period) for any such Future Financings. Such Co-Investment rights shall continue even if a Purchaser elects not to invest in one or more Future Financing.
Co-Investment Rights.
(a) Subject to paragraph (b) of this Section 1.2, the parties hereto agree that Company shall have following co-investment rights during the Co-Investment Period:
Co-Investment Rights.
(i) In the event of any issuance of Newmark Opco Units to any member of the Newmark Inc. Group pursuant to Section 6.11(a)(i) or Section 6.11(a)(iii) or to any member of the BGC Partners Inc. Group pursuant to Section 6.12(a) (the member of the Newmark Group or BGC Partners Inc. Group receiving such Newmark Opco Units, the “Receiving Party”), Cantor shall have the right (the “Purchase Right”) to cause any member of the Newmark Holdings Group (such Person designated by Cantor, the “Purchase Right Party”) to acquire and be issued, on the terms and subject to the conditions set forth in this Section 6.11(b), an aggregate number of additional Newmark Opco Units that would restore the Newmark Opco Percentage Interest that the Cantor Group indirectly holds through the Newmark Holdings Group to that which it held immediately prior to such issuance to the Receiving Party (assuming for purposes of this calculation that (A) the Purchase Right were exercised and the related sale were closed immediately after the related issuance of the applicable Newmark Opco Units to the Receiving Party and (B) the Purchase Right Party shall have been issued any Newmark Opco Units for which such Purchase Right Party shall be entitled to receive pursuant to any exercised, but not yet closed, outstanding Election; provided, however, that, if such other Election shall not close in accordance with this Section 6.11(b) prior to the closing of this Purchase Right, the calculation shall be re-calculated excluding such Election). In any exercise of a Purchase Right, the Purchase Right Party may elect to acquire less than the aggregate number of additional Newmark Opco Units that such Purchase Right Party shall be entitled to purchase pursuant to such Purchase Right (in which case, the Purchase Right with respect to the unexercised portion of the additional Newmark Opco Units shall survive and continue in effect on the terms contemplated by this Section 6.11(b)).
Co-Investment Rights.
1. During the Participation Period, each Eligible Preferred Shareholder shall have a right of first offer (but not the obligation) to co-invest (directly, or through any of its Affiliates, at its own discretion) with the Company or any of the Company’s wholly-owned Affiliates on a Pro Rata Basis (or less) (the “Co-Investment ROFO”) in any real estate project of the Company that is located in Argentina or Uruguay and for which the Company and/or any of its wholly-owned Affiliates, as the case may be, shall require equity investment from any persons other than the Company and its wholly-owned Affiliates of US$25 million or more in the aggregate (each such real estate project, a “RE Project”); provided that the Company shall not be required to (but may, at its option) offer to the Eligible Preferred Shareholders, in the aggregate, more than a 49.9% ownership interest in any such individual RE Project.
Co-Investment Rights.
The General Partner may, but shall not be obligated to, permit one or more (a) Limited Partners (but not necessarily all Limited Partners) and Affiliates thereof or (b) employees of Portfolio Companies, to invest in Securities (a "Co-Investment"). The Partners agree that the General Partner shall have the right to structure Co-Investments in such manner as it deems appropriate under the circ*mstances, including the terms of all agreements relating thereto. Unless otherwise approved by the Advisory Board, Co-Investments shall be made on a pari passu basis and on economic terms substantially the same (to the extent practicable) as the terms of the Partnership's investment in such Securities.
Co-Investment Rights.
During the term of this Agreement (but only (i) prior to and excluding any public offering of securities by the Employer and (ii) prior to such time as the Company has issued Securities (as defined below) for aggregate consideration of $125,000,000), at the time Employer issues any equity interests (other than the units or options issuable under the Plan, units or options issued in connection with financing from commercial lenders or financial institutions, the Amended and Restated Warrant, dated of even date herewith, issued by the Company in favor of Bay City Capital Fund II, L.P. (together with its permitted successors and assigns, the “BCC Fund”), Series A Preferred Units of the Company issued to BCC Fund and any equity interests of the Company issued in respect of or underlying any of the foregoing (collectively, “Excluded Securities”)) convertible or exchangeable for equity interests of the Company (collectively, “Securities”), Employee shall have the right to purchase 3.0% of the Securities so issued at the same times and price and on the same terms and conditions as other investors (the “Co-Investment Right”). Employee shall have 10 days following receipt of notice from Employer of Employer’s intention to issue Securities (other than Excluded Securities) to notify Employer in writing (the “Notice of Election”) that Employee elects to exercise his Co-Investment Rights hereunder. In the event that Employer does not receive the Notice of Election within such 10-day period, Employee’s Co-Investment Right with respect to such issuance of Securities shall be deemed to have been waived by Employee. If requested by the Employee, the Employer shall use its reasonable best efforts to arrange for a loan (on commercially reasonable terms and evidenced by reasonable and customary documentation) to the Employee in an amount equal to 75% of the subscription price for the Securities to be acquired by the Employee pursuant to the Co-Investment Right. Any such loan shall be full recourse to Employee and secured by the Securities acquired. Interest and principal on any such loan shall be payable on a mutually acceptable schedule, provided that any proceeds from the sale or disposition of any Units or other Securities securing such loan shall be applied as prepayments thereof until the loan is repaid in full.
Co-Investment Rights.
Each of the Founders hereby agrees and undertakes that if the Key Persons (directly or through companies which they have equity interests) or the Group Member shall have the opportunity to negotiate or participate in the acquisition of any business entities (whether in the form of shares or assets acquisition) which operates the same or similar business activities as the Company (“New Investment”), the Founders shall use their best endeavors to procure CDH and Cathay being given the same opportunity to participate in the New Investment in the same ratio corresponding to their respective effective holdings in the Company on terms and conditions no less favorable than those offered to the Key Persons or the Group Members. CDH and Cathay shall also be given the first right of negotiation to participate in fund raising exercise relating to CUFS Holdings and any of its subsidiaries.
Co-Investment Rights.
(a) The Host Organisation may not enter into a Third Party Investment Arrangement without first notifying Snow Medical in writing of the Third Party Investment Arrangement (the Notice of Investment) and offering the Co-Investment Entity the opportunity to invest in the Funded Intellectual Property and its Commercialisation on Terms and Conditions equal to or more favourable than those agreed with the third party (the Co-Investment Rights). The Notice of Investment will include all information required by the Co-Investment Entity to consider the exercise of the Co-Investment Rights, and as a minimum all information provided by the Host Organisation to the third party in respect of the Third Party Investment Arrangement.
Co-Investment Rights.
If the Company offers to any third party the right to participate in an investment made by the Company, then the Company shall offer to the Investors the opportunity (a “Co-Investment Right”), on a pro rata basis, to contribute to such investment on the same terms offered by contributing up to twenty-five percent (25%) of the aggregate dollar amount of such investment (the “Participation”). The Company shall send written notice to all Investors as soon as practicable of any Co-Investment Right, and all Investors shall promptly notify the Company of any election to exercise their Co-Investment Right. If any Investor elects not to exercise its Co-Investment Right with respect to any particular investment, the amount subject to such holder’s Co-Investment Right shall be offered to the remaining Investors on a pro rata basis. Notwithstanding the foregoing, (i) the Company shall not be obligated to offer Co-Investment Rights on any investment made by the Company (A) with a third party who initiated the investment opportunity or brought the investment opportunity to the attention of the Company or (B) with a third party who was a bidder for the investment opportunity, (ii) the Company shall not be obligated to offer Co-Investment Rights in any joint venture, investment vehicle or special purpose entity formed by the Company provided that Co-Investment Rights are offered with respect to investments made by such joint venture, investment vehicle or entity, and (iii) the Company shall offer Co-Investment Rights to the Investors in the event that the Company makes a tender offer for limited partnership interests of an unaffiliated entity, provided, however, that any such Co-Investment Right shall be made on terms which provide for the Company to receive a 20% promotional interest after Investors who exercise Co-Investment Rights have received their initial investment plus a 7% per annum return. If an Investor elects not to exercise Co-Investment Rights with respect to any investment, and the other Investors elect not to participate in the investment in which such investor elects not to participate, the Company may offer the right to participate in such investment to such parties as the Company shall determine in its sole discretion. In the event the Company grants rights substantially similar to the Co-Investment Right to any purchaser of Additional Series B Preferred Shares, the Participation shall be increased to such percentage as shall equitably maintain the Co-...
Co-Investment Rights.
(a) The parties hereto agree that the REIT shall have following co-investment rights during the Co-Investment Period:
