Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after an Additional Closing Notice Date, either issue a press release (each, an “Additional Press Release”) or file a Report of Foreign Issuer on Form 6-K (each, an “Additional 6-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Securities Purchase Agreement (GCL Global Holdings LTD), Securities Purchase Agreement (GCL Global Holdings LTD)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer electing to participate in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Inspire Veterinary Partners, Inc.), Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Interactive Strength, Inc.), Securities Purchase Agreement (Interactive Strength, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives from the Holder an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closingthe Holder, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicableCompany. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice)information, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Exchange Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Holder or any of their its affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Second Amendment and Exchange Agreement (ECD Automotive Design, Inc.), Amendment and Exchange Agreement (ECD Automotive Design, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company delivers to the Buyers participating (or receives from a Buyer electing to participate, as applicable in such Additional Closing) an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Securities Purchase Agreement (ECD Automotive Design, Inc.), Securities Purchase Agreement (ECD Automotive Design, Inc.)
Additional Closings. The Company shall, on or before 9:00 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice Dateto any Buyer, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closingthe Required Holders, disclosing that “an institutional investor” the Company has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicableBuyers. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6Press Release or Additional 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cannabics Pharmaceuticals Inc.), Securities Purchase Agreement (Cannabics Pharmaceuticals Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Mandatory Closing Notice Dateto any Buyer, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Mandatory Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ocean Power Technologies, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating participation in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ocean Biomedical, Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company delivers to the Buyers participating (or receives from a Buyer electing to participate, as applicable) in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that the Company and “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cero Therapeutics Holdings, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice, as applicable), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Workhorse Group Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company delivers to the Buyers participating (or receives from a Buyer electing to participate, as applicable) in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Onfolio Holdings, Inc)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the date on which an Additional Closing Notice Datedelivered by the Company is countersigned by the applicable Buyer, either issue a press release (each, an “Additional Press Release” and, together with the Initial Press Release, each a “Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such each Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company has been duly countersigned or the Company has elected to effect an Additional ClosingClosing has occurred, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material material, non-public information (as specified by the Company in such applicable Additional Closing Notice)information, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close terminate (other than those under that certain Non-Disclosure Agreement, dated April 13, 2024, by and prior to 11:59 PMamong the Company and one of the Buyers).
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Trading Day after the Company receives (or delivers to any Buyer) an Additional Closing Notice Date, either issue a press release (each, an “"Additional Press Release”") or file a Report material change report with the Securities Commissions in the Reporting Jurisdictions describing all the material terms of Foreign Issuer on Form 6-K the transactions contemplated by the Transaction Documents in the form required by applicable Canadian Securities Laws (each, an “the "Additional 6-K Filing”Material Change Report", and together with the Initial 6-K FilingMaterial Change Report, the “6-K Filings”"Material Change Reports"), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “"an institutional investor” " has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K FilingMaterial Change Report, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice or in its acknowledgement, as applicable, to such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K FilingMaterial Change Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (SOL Strategies Inc.)
Additional Closings. The Company shall, on or before 9:00 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice Dateto any Buyer, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closingthe Required Holders, disclosing that “an institutional investor” the Company has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicableBuyers. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-Press Release or Additional 8- K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cannabics Pharmaceuticals Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Trading Day after the Company receives (or delivers to any Buyer) an Additional Optional Closing Notice Dateor after both the Company and a Buyer have duly executed and delivered an Additional Mutual Closing Notice to each other, as applicable, either issue a press release (each, an “Additional Press Release”) or file a Report of Foreign Issuer on Form 6-K (each, an “Additional 6-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Company Optional Closing Notice or Additional Mutual Closing Notice or in its acknowledgement (or acceptance, as applicable) to such applicable Additional Buyer Optional Closing Notice or Additional Mutual Closing Notice, as applicable), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Lotus Technology Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer electing to participate in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Safe & Green Holdings Corp.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice Datefrom a Buyer electing to participate in such Additional Closing, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicableCompany. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice)information, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (SRx Health Solutions, Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer electing to participate in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Report of Foreign Issuer on Form 6-K (each, an “Additional 6-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hub Cyber Security Ltd.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after an the From and after each Additional Closing Notice Date, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 6-K (each, an “Additional 6-K Filing”, ,” and together with the Initial 6-K Filingfiling, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to and the Company or the Company has have elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Company), the filing of the Initial 6-K Filing (but prior to the occurrence of any Additional Closing NoticeClosing), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first second (1st2nd) Business Day after either (x) the Company receives (or delivers with respect to such applicable Additional Mandatory Closing or in its capacity of an Initiating Party to any Responding Party that elects to participate in such applicable Additional Mutual Closing) or (y) receives from a Buyer, as applicable, an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that that, as applicable, either (I) “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or (II) the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Apimeds Pharmaceuticals US, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.(ii)
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after an each Additional Closing Notice Date, either issue a press release (each, an “Additional Press Release”) or file a Report of Foreign Issuer on Form 6-K (each, an “Additional 6-K Filing”, ,” and together with the Initial 6-K Filingfiling, the “6-K Filings”), in each case reasonably acceptable to such Buyer Buyers participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to and the Company or the Company has have elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing NoticeCompany), the filing of the Initial 6-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Mandatory Closing Notice or in its acknowledgement to such applicable Additional Optional Closing Notice, as applicable), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (TruGolf Holdings, Inc.)
Additional Closings. The Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives (or delivers in its capacity of an Initiating Party to any Responding Party that elects to participate in such applicable Additional Closing) an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”, and together with the Initial Press Release, the “Press Releases”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ocean Power Technologies, Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer electing to participate in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-8- K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (Nauticus Robotics, Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives from the Holder an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Current Report of Foreign Issuer on Form 68-K (each, an “Additional 68-K Filing”, and together with the Initial 68-K Filing, the “68-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closingthe Holder, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicableCompany. From and after the filing of the Additional Press Release or Additional 68-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice)information, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Exchange Documents. In addition, effective upon the filing of the Additional 68-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Holder or any of their its affiliates, on the other hand, shall terminate. 1 If signed after market close and 9. No Integration. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf shall, directly or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy any security or take any other actions, under circumstances that would require registration of the New Securities under the Securities Act or cause this offering of the New Securities to be integrated with such offering or any prior to 11:59 PMofferings by the Company for purposes of Regulation D under the Securities Act.
Appears in 1 contract
Sources: Amendment and Exchange Agreement (Nauticus Robotics, Inc.)
Additional Closings. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Company receives from a Buyer electing to participate in such Additional Closing an Additional Closing Notice DateNotice, either issue a press release (each, an “Additional Press Release”) or file a Report of Foreign Private Issuer on Form 6-K (each, an “Additional 6-K Filing”, and together with the Initial 6-K Filing, the “6-K Filings”), in each case reasonably acceptable to such Buyer participating in such Additional Closing, disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company and “an institutional investor” has elected mutually agreed to effect an Additional Closing, as applicable. From and after the filing of the Additional Press Release or Additional 6-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in such applicable Additional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. 1 If signed after market close and prior to 11:59 PM.
Appears in 1 contract
Sources: Securities Purchase Agreement (GREENPOWER MOTOR Co INC.)