Concurrent Financing. The Concurrent Financing is comprised of the various financing transactions effected pursuant to various financing-related agreements, all executed March 12, 2014, among the Company and various investors and lenders. Exhibit A Form of Note Please see attached. THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. PROMISSORY NOTE US $[Amount of Advance] [Draw Date] FOR VALUE RECEIVED, Star Scientific, Inc., a Delaware corporation (the “Company” or “Borrower”), hereby unconditionally promises to pay to Xxxx Xxxxxx XxXxxx an individual with an address at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000 or his permitted assignee (the “Lender”) the principal sum of ________________ MILLION DOLLARS ($_,000,000), together with accrued interest, in lawful money of the United States of America (the “Note”). Interest and principal shall be payable at such address or by wire transfer to such account as the Lender shall specify by written notice or in the absence of such notice at 00X Xxxx Xxxxxxx, Xxx Xxxxx, XX 00000.
Concurrent Financing. (a) Subject to the terms and conditions of this Agreement, Q32 shall use commercially reasonable efforts to obtain the Concurrent Financing on the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Concurrent Financing as described in the Subscription Agreement and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces the aggregate amount of the Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the Subscription Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Concurrent Financing (or satisfaction of the conditions to the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely impact the ability of Q32 to enforce its rights against other parties to the Subscription Agreement. Q32 shall promptly deliver to Homology copies of any such termination, amendment, modification, waiver or replacement.
Concurrent Financing. (a) Q32 has delivered to Homology true, correct and complete copies of all definitive agreements related to the Concurrent Financing, including the Subscription Agreement, pursuant to which the Purchasers (as defined in the Subscription Agreement) party thereto (collectively, the “Purchasers”) have agreed, subject to the terms and conditions set forth therein, to purchase the number of shares of Q32 Common Stock set forth therein in connection with the transactions contemplated by this Agreement. The Subscription Agreement has not been amended or modified prior to the date of this Agreement and as of the date hereof, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 5.25), and as of the date hereof, the respective obligations and commitments contained in the Subscription Agreement have not been withdrawn or rescinded in any respect.
Concurrent Financing. The Concurrent Financing shall have been consummated or will be consummated concurrently with the Closing or immediately following the Closing in accordance with the terms of the Subscription Agreement.
Concurrent Financing. 5.1 Deploy will arrange for the Concurrent Financing. The Concurrent Financing will be completed by way of the issuance by Deploy of Deploy Units at a price of CAD $0.66 post-consolidation per Deploy Unit.
Concurrent Financing. On the Closing Date, concurrent with the Closing of the Transaction, Investor shall invest in Titan $70,000 through the purchase of 3,000,000 shares of its common stock, representing 10% of Titan’s outstanding common stock, on a post-Closing basis. Investor shall also invest in Titan an additional $50,000 in the form of a loan.
Concurrent Financing. (a) The Parties acknowledge and agree that Aura shall use its best efforts to complete a non- brokered private placement financing (the “Concurrent Financing”) immediately prior to the completion of the Transaction of a minimum of 1,000,000 Financing Units with a minimum gross proceeds of $1,000,000 or such other amount as agreed to in writing by Purchaser and Aura (the “Minimum Offering”) and a maximum of 5,000,000 Financing Units with maximum gross proceeds of $5,000,000 or such other amount as agreed to in writing by Purchaser and Aura (the “Maximum Offering”) at $1.00 per Financing Unit.
Concurrent Financing. The aggregate amount of cash proceeds received prior to the Closing, or to be received substantially simultaneously with the Closing, (i) by Yumanity in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement and (ii) by the Company in connection with any Interim Financing, shall not be less than the Concurrent Investment Amount.
Concurrent Financing. The Parties hereby acknowledge that in advance of the Merger and other transactions contemplated herein, FLRish shall conduct an offering of subscription receipts of the Company (the “Subscription Receipt”). Each Subscription Receipt will entitle the holder to receive, automatically and with no further action on the part of the holder, one Unit of FLRish with each Unit consisting of (i) one share of Series D Common Stock at a per share price to be determined by the Parties (the “Concurrent Financing Price”) and (ii) up to one common share purchase warrants at a per share exercise price in excess of the Concurrent Financing Price (the “Concurrent Financing Warrants”) (which Concurrent Financing Price shall be subject to adjustment in the event of any equity split, reverse equity split, or equity dividend) for a period of 12 months from the date the warrants are issued, up to a maximum amount of CAD$70,000,000 (or such other amount as the Parties may agree), with an overallotment option, exercisable in the sole discretion of the lead broker, of up to an additional fifteen percent (15%). FLRish may agree to modify the terms of the Concurrent Financing, within its sole discretion, provided, however, such modifications shall not (i) reduce the Concurrent Financing Price below CAD$7.59, (ii) increase the warrant coverage, (iii) increase the exercise period of the warrants for more than twice the exercise period; or (iv) reduce the per share exercise price of the warrants below the Concurrent Financing Price.
Concurrent Financing. Prior to or concurrently with the Closing, Fxxxx shall complete a private placement of securities of Fxxxx (the “Concurrent Financing”) to raise minimum gross proceeds of $5,000,000 (inclusive of any amounts raised in the CF Financing), with the financing to be priced (the “Financing Price”) at a valuation of the Company equal to a minimum of $1.23 per Parent Share, and on such other terms as mutually agreed to by the Parent and the Company. Fxxxx shall issue Subscription Receipts which will be converted into Fxxxx Shares, without payment of any additional consideration, in accordance with the terms of the Subscription Receipt Certificate.
