Common use of Counterparts; Facsimile/Electronic Signatures Clause in Contracts

Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date specified above. /s/ Xxxx Xxxxxx By: Xxxx Xxxxxx Its Corporate Secretary /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx To: TRULIEVE CANNABIS CORP. (including any successor entity thereto, the “Company”) 1. The undersigned hereby elects to purchase shares of common stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such Warrant Shares in full in the amount of CDN$ . 2. Please issue a certificate or certificates representing Warrant Shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Shares, all except as in compliance with all applicable securities laws and (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 Act and applicable state or other securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Trulieve Cannabis Corp.)

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Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date of Grant specified above. /s/ By Title 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Telephone: 000-000-0000 Fax: Email: xxx@xxxxxxx.xxx Attention: Xxx Xxxxxxx, General Counsel By SILVER LAKE TECHNOLOGY ASSOCIATES XXXXXXXX, L.L.C., its General Partner By Title 0000 Xxxx Xxxxxx ByXxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Telephone: Xxxx Xxxxxx Its Corporate Secretary /s/ Xxxxx 000-000-0000 Fax: 000-000-0000 Email: XXXXxxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxxxxxxxxx To: TRULIEVE CANNABIS CORPMAVENIR SYSTEMS, INC. (including any successor entity thereto, the “Company”) Re: Warrant dated , 2013, issued by the Company to SILVER LAKE XXXXXXXX FUND, L.P. (the “Warrant”) 1. The undersigned hereby hereby: ¨ elects to purchase shares of common stock Common Stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant Shares in full in the amount with respect to shares of CDN$ Common Stock. 2. Please issue a certificate or certificates representing Warrant Shares shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Sharesshares, all except as in compliance with all applicable securities laws laws. (Signature) To: MAVENIR SYSTEMS, INC. (the “Company”) Re: Warrant dated , 2013 issued by Company to SILVER LAKE XXXXXXXX FUND, L.P. (the “Warrant”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S filed , 20 , the undersigned hereby: ¨ elects to purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant with respect to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) AUTHORIZATION FOR AUTOMATIC PAYMENT The undersigned, on behalf of MAVENIR SYSTEMS, INC. (“Borrower”), authorizes SILVER LAKE XXXXXXXX FUND, L.P. (“Lender”) and the bank I financial institution (“Bank”) named below to initiate variable debit and/or credit entries to Borrower’s deposit, checking or savings accounts as designated below and to cause funds transfers to an account of Lender as payment of any and all amounts due under the Loan and Security Agreement among Borrower, Mavenir Holdings, Inc., Mavenir Systems IP Holdings, LLC and Lender dated , 2013 (the “Loan Agreement”). 1. Lender is hereby authorized to initiate variable debit and/or credit transactions and resulting funds transfers in Borrower’s designated accounts with respect to amounts due and owing to Lender by Borrower periodically under the Loan Agreement. Borrower consents to all such debit and/or credit transactions and resulting funds transfers and hereby authorizes Lender to take all such actions as may be required by Bank with respect to such transactions. Borrower acknowledges and agrees that such credit and/or debit entries may be made in amounts due under the Loan Agreement in order to cause timely payments as required by the terms of the Loan Agreement. 2. Borrower hereby authorizes Lender to release to Bank all information concerning Borrower that may be necessary or desirable for Bank to investigate or recover any erroneous funds transfers that may occur. 3. Borrower acknowledges and agrees that all such debit and/or credit transactions and funds transfers are intended to be made through an Automated Clearing House system and in compliance with the NACHA Rules and in compliance with Bank’s security procedures. 4. Borrower represents and warrants that the account information set forth below is accurate and complete and that each of the account(s) set forth below is a business account maintained in Borrower’s name and for Borrower’s account. This Consent shall be effective as of , 2013 and shall remain in effect until the Loan Agreement has been terminated. Any cancellation by Borrower of this consent shall (i) be made in writing and (ii) the delivered to Bank and Lender in such time as to afford Bank and Lender a reasonable opportunity to act on said cancellation. Silicon Valley Bank (Name of Borrower’s Bank) 0000 Xxxxxx Xxxxx Xxxxx Xxxxx XX 00000 (Address of Bank) (City) (State) (Zip Code) Bank Routing Number 000000000 Account Number: 3300923666 (checking / deposit / savings) (circle one) Borrower Name: Mavenir Systems, Inc. Borrower Address: 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Authorized by: Its: FORM OF SBA DOCUMENTS Xxxxxx Xxxx Xxxxxxxx Fund, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended company (the “1933 Borrower”) acknowledges that Silver Lake Xxxxxxxx Fund, L.P. (“SLW Fund’’) is licensed by the U.S. Small Business Administration (“SBA”) to extend loans as a small business investment company (“SBIC’’) pursuant to the Small Business Investment Act of 1958, as amended, and the associated regulations (collectively, the “SBIC Act”), . All or portions of the loan to Borrower will be made under the SBA license and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 SBIC Act and applicable state or other securities lawspursuant to that certain Loan and Security Agreement (the “Agreement”) by and between the Borrower and SLW Fund dated as of the date hereof (the “Agreement”) and to the provisions of this side letter agreement (“Side Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Mavenir Systems Inc)

Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date specified above. /s/ Xxxx Xxxxxx By: Xxxx /s/ Xxx Xxxxxx Its Corporate Secretary /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Xxx Xxxxxx Title: CEO Address: 0000 Xxx Xxxxxx Road Quincy, Florida 32351 Fax: 850-795-4741 ACKNOWLEDGED AND ACCEPTED: /s/ Xxxxxx Xxxxxxx, Xx. Address: Fax: To: TRULIEVE CANNABIS CORPTRULIEVE, INC. (including any successor entity thereto, the “Company”) 1. The undersigned hereby elects to purchase purchase________ shares of common stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such Warrant Shares in full in the amount of CDN$ ______________. 2. Please issue a certificate or certificates representing ________ Warrant Shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Shares, all except as in compliance with all applicable securities laws and (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 Act and applicable state or other securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Trulieve Cannabis Corp.)

Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date specified above. /s/ Xxxx Xxxxxx By: Xxxx Xxxxxx Its Corporate Secretary /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. X’Xxxxxxx Xxxxxxx X. X’Xxxxxxx, as Trustee of the XXXXXXX X. X’XXXXXXX REVOCABLE TRUST dated November 4, 1992, as amended and restated To: TRULIEVE CANNABIS CORP. (including any successor entity thereto, the “Company”) 1. The undersigned hereby elects to purchase shares of common stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such Warrant Shares in full in the amount of CDN$ . 2. Please issue a certificate or certificates representing Warrant Shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Shares, all except as in compliance with all applicable securities laws and (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 Act and applicable state or other securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Trulieve Cannabis Corp.)

Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date specified above. /s/ Xxxx Xxx Xxxxxx By: Xxxx Xxx Xxxxxx Its Corporate Secretary Chief Executive Officer /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xx. Name: Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xx. To: TRULIEVE CANNABIS CORP. (including any successor entity thereto, the “Company”) 1. The undersigned hereby elects to purchase shares of common stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such Warrant Shares in full in the amount of CDN$ . 2. Please please issue a certificate or certificates representing Warrant Shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Shares, all except as in compliance with all applicable securities laws and (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501(a50l (a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 Act and applicable state or other securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Trulieve Cannabis Corp.)

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Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date of Grant specified above. /s/ By Title 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Telephone: 000-000-0000 Fax: Email: xxx@xxxxxxx.xxx Attention: Xxx Xxxxxxx, General Counsel By SILVER LAKE TECHNOLOGY ASSOCIATES XXXXXXXX, L.L.C., its General Partner By Title 0000 Xxxx Xxxxxx ByXxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Telephone: Xxxx Xxxxxx Its Corporate Secretary /s/ Xxxxx 000-000-0000 Fax: 000-000-0000 Email: XXXXxxxxxxxx@xxxxxxxxxx.xxx Attention: Xxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxxxxxxxxx To: TRULIEVE CANNABIS CORPMAVENIR SYSTEMS, INC. (including any successor entity thereto, the “Company”) Re: Warrant dated , 2013, issued by the Company to SILVER LAKE XXXXXXXX FUND, L.P. (the “Warrant”) 1. The undersigned hereby hereby: ¨ elects to purchase shares of common stock Common Stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant Shares in full in the amount with respect to shares of CDN$ Common Stock. 2. Please issue a certificate or certificates representing Warrant Shares shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Sharesshares, all except as in compliance with all applicable securities laws laws. (Signature) To: MAVENIR SYSTEMS, INC. (the “Company”) Re: Warrant dated , 2013 issued by Company to SILVER LAKE XXXXXXXX FUND, L.P. (the “Warrant”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S filed , 20 , the undersigned hereby: ¨ elects to purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 3(b) of the Warrant with respect to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) AUTHORIZATION FOR AUTOMATIC PAYMENT The undersigned, on behalf of MAVENIR SYSTEMS, INC. (“Borrower”), authorizes SILVER LAKE XXXXXXXX FUND, L.P. (“Lender”) and the bank I financial institution (“Bank”) named below to initiate variable debit and/or credit entries to Borrower’s deposit, checking or savings accounts as designated below and to cause funds transfers to an account of Lender as payment of any and all amounts due under the Loan and Security Agreement among Borrower, Mavenir Holdings, Inc., Mavenir Systems IP Holdings, LLC and Lender dated , 2013 (the “Loan Agreement”). 1. Lender is hereby authorized to initiate variable debit and/or credit transactions and resulting funds transfers in Borrower’s designated accounts with respect to amounts due and owing to Lender by Borrower periodically under the Loan Agreement. Borrower consents to all such debit and/or credit transactions and resulting funds transfers and hereby authorizes Lender to take all such actions as may be required by Bank with respect to such transactions. Borrower acknowledges and agrees that such credit and/or debit entries may be made in amounts due under the Loan Agreement in order to cause timely payments as required by the terms of the Loan Agreement. 2. Borrower hereby authorizes Lender to release to Bank all information concerning Borrower that may be necessary or desirable for Bank to investigate or recover any erroneous funds transfers that may occur. 3. Borrower acknowledges and agrees that all such debit and/or credit transactions and funds transfers are intended to be made through an Automated Clearing House system and in compliance with the NACHA Rules and in compliance with Bank’s security procedures. 4. Borrower represents and warrants that the account information set forth below is accurate and complete and that each of the account(s) set forth below is a business account maintained in Borrower’s name and for Borrower’s account. This Consent shall be effective as of , 2013 and shall remain in effect until the Loan Agreement has been terminated. Any cancellation by Borrower of this consent shall (i) be made in writing and (ii) the delivered to Bank and Lender in such time as to afford Bank and Lender a reasonable opportunity to act on said cancellation. Silicon Valley Bank (Name of Borrower’s Bank) 0000 Xxxxxx Xxxxx Xxxxx Xxxxx XX 00000 (Address of Bank) (City) (State) (Zip Code) Bank Routing Number ############## Account Number: ############## (checking / deposit / savings) (circle one) Borrower Name: Mavenir Systems, Inc. Borrower Address: 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Authorized by: Its: FORM OF SBA DOCUMENTS Xxxxxx Xxxx Xxxxxxxx Fund, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended company (the “1933 Borrower”) acknowledges that Silver Lake Xxxxxxxx Fund, L.P. (“SLW Fund’’) is licensed by the U.S. Small Business Administration (“SBA”) to extend loans as a small business investment company (“SBIC’’) pursuant to the Small Business Investment Act of 1958, as amended, and the associated regulations (collectively, the “SBIC Act”), . All or portions of the loan to Borrower will be made under the SBA license and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 SBIC Act and applicable state or other securities lawspursuant to that certain Loan and Security Agreement (the “Agreement”) by and between the Borrower and SLW Fund dated as of the date hereof (the “Agreement”) and to the provisions of this side letter agreement (“Side Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Mavenir Systems Inc)

Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto. The Company has caused this Warrant to be duly executed and delivered as of the Issue Date specified above. /s/ Xxxx Xxxxxx By: Xxxx Xxxxxx Its Corporate Secretary /s/ Xxxxx Xxxxxxxx Name: X. Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxx, as Co-Trustee of the XXXXX X. XXXXXXX FAMILY TRUST dated July 31, 2020 /s/ Xxxxxxx Field Xxxxxxx Xxxxxxx Field Xxxxxxx, as Co-Trustee of the XXXXX X. XXXXXXX FAMILY TRUST dated July 31, 2020 To: TRULIEVE CANNABIS CORP. (including any successor entity thereto, the “Company”) 1. The undersigned hereby elects to purchase shares of common stock of the Company (the “Warrant Shares”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the Exercise Price for such Warrant Shares in full in the amount of CDN$ . 2. Please issue a certificate or certificates representing Warrant Shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Warrant Shares, all except as in compliance with all applicable securities laws and (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and the undersigned understands that the certificates representing the Warrant Shares may bear a legend (or legends) restricting transfer under the 1933 Act and applicable state or other securities laws.

Appears in 1 contract

Samples: Warrant Agreement (Trulieve Cannabis Corp.)

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