05Commitment Fee Sample Clauses

05Commitment Fee. On the date hereof, the Company will issue to the Investor, as a commitment fee, (a) 17,300 shares of Common Stock (the “Initial Commitment Shares”), and (b) pre-funded warrants (in the form of Exhibit D attached hereto) to purchase up to an aggregate of 21,015 shares of Common Stock (the “Commitment Pre-Funded Warrant Shares,” and together with the Initial Commitment Shares, the “Commitment Shares”). The Investor agrees, with respect to the Company’s stockholder meeting to approve the Merger and any other proposals and with respect to up to 25,283 shares of Common Stock (or such greater number of shares not to exceed 4.99% of the outstanding voting power or number of shares of Common Stock as of the record date for such meeting) only, to (a) appear for purposes of constituting a quorum at such meeting of the stockholders of the Company called to seek approval of the transactions contemplated in the Merger Agreement and the other transaction proposals, (b) vote in favor of the transactions contemplated by the Merger Agreement and other transaction proposals recommended by the Company’s board of directors, (c) vote against any proposals that would materially impede the transactions contemplated by the Merger Agreement or any other transaction proposal, and (d) not sell or transfer any such shares of Common Stock prior to the record date of such stockholder meeting.
Sample 1
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Related to 05Commitment Fee

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. A minimum of 5 years of IT work experience with demonstrated knowledge in architecture design, software development, database management systems and systems integration in multi-platform environments.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Representations and Warranties Borrower represents and warrants as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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