Acknowledgement of Company. (a) The Company acknowledges that the only terms and conditions upon which the Transaction Documents and Escrowed Funds are to be released are set forth in Sections 2.2, 3.1, 4.1(d) and 4.2 of this Agreement.
Acknowledgement of Company. The Company acknowledges that (a) except as expressly set forth herein, none of the Noteholders has agreed to (and none has any obligation whatsoever to discuss, negotiate or agree to) any other restructuring, modification, amendment, waiver or forbearance with respect to the Notes or the Note Purchase Agreements; (b) no understanding with respect to any other restructuring, modification, amendment, waiver or forbearance with respect to the Notes, the Note Purchase Agreements or any of the Financing Documents shall constitute a legally binding agreement or contract, or have any force or effect whatsoever, unless and until reduced to writing and signed by authorized representatives of each party hereto; (c) the execution and delivery of this Third Standstill Agreement has not established any course of dealing between the parties hereto or created any obligation or agreement of any Noteholder with respect to any future restructuring, modification, amendment, waiver or forbearance with respect to the Notes, the Note Purchase Agreements or any of the Financing Documents; and (d) the Noteholders assert that they have heretofore properly performed and satisfied in a timely manner all of their respective obligations, if any, to the Company and each Subsidiary Guarantor, and neither the Company nor any Subsidiary Guarantor refutes such assertion as of the Third Standstill Effective Date.
Acknowledgement of Company. The Company understands and acknowledges that (i) prior to the Anniversary Date (as defined in the Series B Certificate of Designation), up to 1,338,532 shares of Common Stock could be issued upon conversion of the Series B Preferred Stock and up to 340,909 shares of Common Stock could be issued upon conversion of the Series C Preferred Stock and (ii) on and after the Anniversary Date (as defined in the Series B Certificate of Designation), the maximum number of shares that the Company is obligated to issue upon conversion of all of the Preferred Shares is 2,600,000 (the "MAXIMUM SHARE AMOUNT"). In addition, up to 325,000 shares of Common Stock may be issued upon exercise of the Warrants issued or issuable in connection with all of the Preferred Shares. Any Face Amount (as defined in the Certificates of Designation) of the Preferred Shares remaining when the Maximum Share Amount is reached will be redeemed in cash, or, if the Company agrees to waive such limit after obtaining all necessary shareholder approvals, such remaining Face Amount will be converted into a number of additional shares of Common Stock determined by dividing the then-outstanding Face Amount by the Conversion Price (as defined in the Certificates of Designation) in effect from time to time. The Company acknowledges that, subject to the limitations and the option to redeem for cash described above, its obligation to issue shares of Common Stock upon conversion of the Preferred Stock and exercise of the Warrants in accordance with the terms of the Certificates of Designation and the Warrants is absolute and unconditional.
Acknowledgement of Company. The representations and warranties by Buyer expressly contained herein, in the certificate delivered by Buyer at Closing pursuant hereto and in its Related Agreements constitute the sole and exclusive representations and warranties of Buyer in connection with the transactions contemplated by this Agreement, its Related Agreements and the consummation of the transactions contemplated hereby and thereby and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied are specifically disclaimed by Buyer, and the Company has not relied and is not relying on any other statement, representation or warranty, oral or written, express or implied, made by Buyer or any of its Related Parties or Representatives.
Acknowledgement of Company. This Amendment, the Amended and Restated Secured Convertible Promissory Note, the First Amendment Effective Date Modification Agreement, and all other instruments, documents and agreements delivered concurrently herewith or at any time hereafter to or for the benefit of Investor in connection with the transactions contemplated by this Amendment, all as amended, supplemented or modified from time to time (collectively, the “First Amendment Documents”), each constitute a Transaction Document.
Acknowledgement of Company. Stockholders Regarding the Merger Consideration. The Company acknowledges and agrees that the Parent is entitled to rely conclusively on any Allocation Certificate delivered by the Company hereunder to the Parent, and upon delivery of the Merger Consideration in accordance with this Agreement and the Allocation Certificate, neither the Parent nor the Merger Sub shall have any further responsibility or Liability hereunder with respect to the payment of the Merger Consideration.
Acknowledgement of Company. The Company hereby acknowledges that after giving effect to the transactions contemplated by the Investment Agreement, the Warrants are exercisable to purchase an aggregate of 2,675,000 shares of Common Stock or Common Stock Series A, as applicable, at an exercise price of $1.48 per share.
