Concurrent Financing Clause Samples

Concurrent Financing. The Concurrent Financing shall have been completed.

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. (b) The Parties agree that Aura may engage registered brokers to act as finders in the Concurrent Financing (the “Concurrent Financing Finders”) and Aura will pay a finder’s fee equal to 8% of the gross proceeds of the Concurrent Financing sold to Concurrent Financing Purchasers introduced by the finders and issue finder options (the “Concurrent Financing Finder Options”) to purchase that number of Financing Units equal to 8% of the Financing Units sold in the Concurrent Financing exercisable for a period of two years from the Closing Date at a price of $1.00 per Financing Unit. (c) The Parties agree that it shall be a mutual condition for the completion of the Transaction that ▇▇▇▇ completes the Minimum Offering.

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. (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. (b) Q32 shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement. (c) Q32 shall give Homology prompt notice (i) of any breach or default by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of which Q32 becomes aware, (ii) of the receipt of any written notice or other written communication from any Purchaser with respect to any (x) actual breach, default, termination or repudiation by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with respect to the obligation to fund the Concurrent Financing at or substantially simultaneously with the Closing, and (iii) if at any time for any reason Q32 believes in good faith that it will not be able to obtain all or any portion of the Concurrent Financing on the terms and condition...

Concurrent Financing. 7.1 Subject to regulatory approval including Exchange Approval, the Owner shall complete the Concurrent Financing for gross proceeds of not less than $150,000 by way of a non-brokered private placement of units. 7.2 The parties agree and acknowledge that, pursuant to the First Financing, the Optionee has subscribed for an aggregate of 1,500,000 units of the Owner (the “First Units”) at a price of $0.05 per First Unit, with each First Unit comprised of one common share of the Owner and one common share purchase warrant (a “First Warrant”). Each First Warrant entitles the Optionee to purchase one additional common share of the Owner at a price of $0.05 per share for until 4:00pm (Toronto time) on February 23, 2018. 7.3 In the Second Financing, the Optionee shall subscribe for such number of units (the “Second Units”) at a price (the “Second Unit Price”) to be determined in accordance with the policies of the Exchange for aggregate gross proceeds of not less than $75,000. The Second Unit will be comprised of one common share of the Owner and one common share purchase warrant (a “Second Warrant”). Each Second Warrant will entitle the Optionee to purchase one additional common share of the Owner at the Second Unit Price for a period of 30 months from the date of issue. The Second Financing will be completed on or before the date that is 90 days from the date of this Agreement. 7.4 Subject to regulatory approval including Exchange Approval, the Optionee agrees that it will exercise the entirety of the First Warrants and the Second Warrants fully prior to their respective expirations, provided that this Agreement remains in effect. 7.5 Subject to applicable securities laws in Canada and the U.S., the Optionee shall have the right to sell any securities of the Owner it holds provided that, on or before the date that is 30 days from the date on which the Optionee proposes to sell the securities (the “ROFR Securities”), the Optionee shall provide the Owner with the right of first refusal to purchase the ROFR Securities as follows: (a) The Optionee will give notice (the “Security Offer Notice”) to the Owner of its intention to sell and of the terms and conditions of it proposed sale and the date upon which it wishes to consummate the transaction (which date will be no earlier than fifteen (15) days after the date of the Offer Notice). Thereafter, the Owner will have the right to purchase the entirety of the ROFR Securities on the same terms and conditions as the Thir...

Concurrent Financing. (a) ▇▇▇▇▇ has delivered to Frequency 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 Korro 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 5.27), 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. (b) As of the date hereof, the Subscription Agreement is in full force and effect and is the legal, valid, binding and enforceable obligation of Korro, and, to the Knowledge of Korro, each of the Purchasers. There are no conditions precedent or other contingencies related to the funding of the full amount of the Concurrent Financing, other than as expressly set forth in the Subscription Agreement. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Korro or, to the Knowledge of Korro, any Purchaser under the Subscription Agreement. As of the date hereof, ▇▇▇▇▇ has no reason to believe that any of the conditions to the Concurrent Financing as contemplated by the Subscription Agreement will not be satisfied.

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. 5.2 The Concurrent Financing shall close as soon as is practical and will be for gross proceeds of not less than US$4,000,000. 5.3 NMG, the NMG Members, Deploy and NevadaCo shall cooperate to provide the agent for the Concurrent Financing (if any), and their respective legal counsel and professional advisors with all documents, Information and commercially reasonable assistance required to prepare the necessary private placement offering documents and conduct the necessary marketing and due diligence for the Concurrent Financing.

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. 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, for subscription proceeds of at least CAD$10,000,000 and up to a maximum amount of CAD$70,000,000 (or such other amount as the Parties may agree), with an option to increase the maximum amount by no more than 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$6.50, (ii) increase the warrant coverage, (iii) increase the exercise period of the warrants for more than two and one half times the exercise period; or (iv) reduce the per share exercise price of the warrants below the Concurrent Financing Price.” 2. Section 1.7 of the Merger Agreement is hereby amended and restated in its entirety with the following: