|
|
|
|
Document Preview Investment Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Investment Agreement |
|||
|
Entities: |
||||
|
Date: |
2006 |
|||
|
Size: |
Preview shows 6KB of 96KB total |
|||
|
Price: |
$45 |
|||
|
ID: |
#1722653 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
INVESTMENT AGREEMENT
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of May _12_, 2006 by and
between Myriad Entertainment & Resorts, Inc. a Delaware corporation (the
"Company"), and Dutchess Private Equities Fund, LP, a Delaware limited
partnership (the "Investor").
WHEREAS, the parties desire that, upon the terms and subject to the conditions
contained herein, the Investor shall invest up to Twenty Million dollars
($20,000,000) to purchase the Company's Common Stock, $.001 par value per share
(the "Common Stock");
WHEREAS, such investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule
506 of Regulation D, and the rules and regulations promulgated thereunder,
and/or upon such other exemption from the registration requirements of the 1933
Act as may be available with respect to any or all of the investments in Common
Stock to be made hereunder; and
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto (the "Registration Rights Agreement")
pursuant to which the Company has agreed to provide certain registration rights
under the 1933 Act, and the rules and regulations promulgated thereunder, and
applicable state securities laws.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Agreement, the covenants and agreements set
forth hereafter, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor hereby
agree as follows:
SECTION 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings specified or indicated below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.
"1933 Act" shall have the meaning set forth in the preamble of this
---------
agreement.
-
"1934 Act" shall mean the Securities Exchange Act of 1934, as it may be
---------
amended.
"Affiliate" shall have the meaning specified in Section 5(H), below.
---------
"Agreement" shall mean this Investment Agreement.
---------
"Best Bid" shall mean the highest posted bid price of the Common Stock during a
----------
given period of time.
"By-laws" shall have the meaning specified in Section 4(C).
-------
"Certificate of Incorporation" shall have the meaning specified in Section
=-----------------------------
4(c).
"Closing" shall have the meaning specified in Section 2(G).
-------
"Closing Date" shall mean no more than seven (7) Trading Days following the
------------
Put Notice Date.
"Common Stock" shall have the meaning set forth in the preamble of this
-------------
Agreement.
-------
"Control" or "Controls" shall have the meaning specified in Section 5(H).
------- --------
"Effective Date" shall mean the date the SEC declares effective under the
---------------
1933 Act the Registration Statement covering the Securities.
"Environmental Laws" shall have the meaning specified in Section 4(M).
-------------------
"Execution Date" shall mean the date indicated in the preamble to this
---------------
Agreement.
"Indemnities" shall have the meaning specified in Section 11.
-----------
"Indemnified Liabilities" shall have the meaning specified in Section 11.
------------------------
"Ineffective Period" shall mean any period of time that the Registration
-------------------
Statement or any Supplemental Registration Statement (as defined in the
Registration Rights Agreement between the parties) becomes ineffective or
unavailable for use for the sale or resale, as applicable, of any or all of the
Registrable Securities (as defined in the Registration Rights Agreement) for any
reason (or in the event the prospectus under either of the above is not current
and deliverable) during any time period required under the Registration Rights
Agreement.
"Investor" shall have the meaning indicated in the preamble of this
--------
Agreement.
-
"Material Adverse Effect" shall have the meaning specified in Section 4(A).
-----------------------
"Maximum Common Stock Issuance" shall have the meaning specified in Section
-----------------------------
2(H).
"Minimum Acceptable Price" with respect to any Put Notice Date shall mean
--------------------------
ninety percent (90%) of the lowest closing bid prices for the ten (10) Trading
Day period immediately preceding each Put Notice Date.
"Open Market Adjustment Amount" shall have the meaning specified in Section
--------------------
2(I).
"Open Market Purchase" shall have the meaning specified in Section 2(I)
|
End of Preview |
Home Intelligence Services Subscriptions News About Us