Future Rights. For so long as any of the Secured Obligations shall remain outstanding, or, if earlier, until Lender shall have released or terminated, in whole but not in part, its interest in the Trademark Collateral, if and when Debtor shall obtain rights to any new Trademarks, or any reissue, renewal or extension of any Trademarks, the provisions of SECTION 2 shall automatically apply thereto and Debtor shall give to Lender prompt notice thereof. Debtor shall do all things reasonably deemed necessary by Lender in the exercise of its discretion to ensure the validity, perfection, priority and enforceability of the security interests of Lender in such future acquired Trademark Collateral. If Debtor refuses to execute and deliver, or fails timely to execute and deliver, any of the documents it is requested to execute and deliver by Lender in connection herewith, Debtor hereby authorizes Lender to modify, amend or supplement the Schedules hereto and to re-execute this Agreement from time to time on Debtor's behalf and as its attorney-in-fact to include any future Trademarks which are or become Trademark Collateral and to cause such re-executed Agreement or such modified, amended or supplemented Schedules to be filed with the PTO.
Future Rights. As additional consideration for its services hereunder and as an inducement to cause Maxim to enter into this Agreement, if at any time during the term of this Agreement or within twelve (12) months from the effective date of the termination of this Agreement, the Company proposes to effect a public offering of its securities on a US exchange, private placement of securities or other Financing, the Company shall offer to retain Maxim as lead book running manager of such offering, or as its exclusive agent in connection with such Financing or other matter, upon such terms as the parties may mutually agree, such terms to be set forth in a separate engagement letter or other agreement between the parties. Such offer shall be made in writing in order to be effective. The Company shall not offer to retain any other investment banking firm in connection with any such offering or Financing, on terms more favorable than those discussed with Maxim without offering to retain Maxim on such more favorable terms. Maxim shall notify the Company within 10 days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If Maxim should decline such retention, the Company shall have no further obligations to Maxim, except as specifically provided for herein.
Future Rights. Nothing in this Agreement shall be construed or deemed to affect in any way the right of either RemainCo or SpinCo to obtain and administer future insurance policies or to enter into future indemnification agreements with third parties on whatever terms it believes to be advisable, including the entry into separate insurance policies covering RemainCo and the RemainCo Subsidiaries or SpinCo and the SpinCo Subsidiaries, as the case may be.
Future Rights. No Eligible Recipient shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Eligible Recipients under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans or arrangements as deemed appropriate or necessary. The adoption of the Plan, or grant of an Award, shall not confer upon any Eligible Recipient any right to continued employment or service in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of Eligible Recipients at any time, free from any claim or liability under the Plan.
Future Rights. Except as otherwise expressly agreed to in writing by Secured Parties, if and when, during the term of this Agreement, the Company shall obtain rights to any new patentable inventions or any new trademarks, or become entitled to the benefit of any of the foregoing, or obtain rights or benefits with respect to any reissue, division, continuation, renewal, extension or continuation-in-part of any patents or trademarks, or any improvement of any patent, the provisions of Section 1 shall automatically apply thereto and the Company shall give to Secured Parties reasonable notice thereof. The Company shall take commercially reasonable steps to ensure the validity, perfection, priority and enforceability of the security interests of each Secured Party in such future acquired Intellectual Property Collateral; provided, however, that the Company shall not be required to register any patents or trademarks with the PTO except to the extent consistent with the Company’s past and commercially feasible practices.
Future Rights. Upon the successful completion of any amount of the Offering, for a period of twenty-four (24) months from the final closing the Offering, the Company grants PHD the right of first refusal to act as lead underwriter or placement agent for any and all future public and private equity and debt offerings during such twenty four (24) month period of the Company, or any successor to or any subsidiary of the Company. Any economics in connection with a Financing that will be split with any additional agent(s) or underwriter(s) will be determined solely by PHD.
Future Rights. The Company shall not, after the date hereof, grant any registration rights to any Person, except registration rights which are subordinate to the rights of the Series A Preferred Stock and Series B Preferred Stock, without the consent of the holders of two-thirds of the Registrable Shares then outstanding.
Future Rights. From the date of this Agreement until the earlier to occur of the sixth anniversary hereof or the date that all Registrable Securities have been registered under the 1933 Act, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than registration rights ("new rights") that are granted in connection with the investment in the Company by such grantee of at least $1,000,000. Such new rights must (i) be subordinate to and of a lesser priority than the registration rights granted by the Company under this Agreement, (ii) be approved in writing by the Holder, and (iii) not be inconsistent with the terms of this Agreement. Additionally, new rights may not be granted without expressly providing that, with respect to demand registration rights granted to such other Persons, the Holder have a piggyback right upon the exercise of such new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the new rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.1. The Company may grant registration rights that permit any Person the right to piggyback or may itself exercise the right to piggyback on any Demand Registration; provided that if the managing underwriter or underwriters of such offering delivers an opinion to the Holder that the total amount of securities which they and the holders of such piggyback rights intend to include in any offering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount or kind of securities to be offered for the account of holders of such piggyback rights, or the Company if it is exercising piggyback rights, will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter prior to any reduction in the amount of Registrable Securities to be included; and further provided that if such offering is not underwritten, then any such piggyback shall only be exercised with the consent of the Holder.
Future Rights. Upon the Closing of a Placement, for a period of eighteen (18) months from the last closing of a Placement (the “Tail Period”), if the Company decides to enter into a Placement using an underwriter or placement agent in the U.S., the Company grants Xxxxx the right of first refusal to act as lead managing underwriter and lead left book runner or minimally as a co-lead manager and co-lead left book runner and/or co-lead left placement agent with at least 75.0% of the economics for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings (each, a “Subsequent Offering”) undertaken during the Tail Period by the Company or any subsidiary of the Company. The Company shall provide Maxim with written notice of its election to engage in a Subsequent Offering, which notice shall describe the proposed terms and conditions of such Subsequent Offering. Xxxxx shall notify the Company within ten (10) days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If Maxim should decline such retention, the Company shall have no further obligation to Maxim with respect to such other Subsequent Offering, except as otherwise provided for herein. Xxxxx acknowledges that if the Company issues convertible notes to Company management without the use of an agent or underwriter, such transaction shall not be deemed a Subsequent Offering. Members FINRA & SIPC 000 Xxxxxxxxx Xxxxxx * Xxx Xxxx, XX 00000 * (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxxx.xxx SOS Limited November 12, 2020 Page 6
Future Rights. From the date of this Agreement until the fifth anniversary of the IPO, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than (i) the registration rights previously granted under the Prior Registration Rights Agreements or (ii) new registration rights that are granted in connection with (A) the investment in the Company by such grantee (or group of grantees) of at least $1,000,000 or (B) the acquisition of a court reporting or related business by the Company or any Affiliate in a transaction in which all or part of the consideration is Common Stock or securities convertible into Common Stock (such rights granted in connection with such sale of a business being referred to herein as "Seller Registration Rights"). Such Seller Registration Rights must be of no greater priority or right than, nor be broader than or superior to, the registration rights granted by the Company under this Agreement, and a copy of the agreements granting such Seller Registration Rights must be made available to the Holder upon request to the Company. Additionally, Seller Registration Rights may not be granted without expressly providing that the Holder has a piggyback right upon the exercise of such Seller Registration Rights and shall be included in any related registration statement on the same terms and conditions as the holders of the Seller Registration Rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.2.
