Common use of Due Diligence Session Clause in Contracts

Due Diligence Session. Upon commencement of the offering of the ADSs under this Agreement (and upon the recommencement of the offering of the ADSs under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date for which a certificate is delivered pursuant to Section 4(k), the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall not deliver a Sales Notice following a Representation Date until a due diligence session, in form and substance, reasonably satisfactory to the Manager, has been conducted.

Appears in 1 contract

Samples: At the Market Offering Agreement (Stealth BioTherapeutics Corp)

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Due Diligence Session. Upon commencement of the offering of the ADSs Shares under this Agreement (and upon the recommencement of the offering of the ADSs Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date for which a certificate is delivered pursuant to Section 4(k)Date, unless waived by the Manager, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and the Accountants. The Company shall reasonably cooperate in a timely manner with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular United States and Canadian business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall not deliver a Sales Notice following a Representation Date until a reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in form and substance, reasonably satisfactory to the Manager, has been conductedconnection therewith.

Appears in 1 contract

Samples: At the Market Offering Agreement (Hut 8 Mining Corp.)

Due Diligence Session. Upon commencement of the offering of the ADSs Shares under this Agreement (and upon the recommencement of the offering of the ADSs Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date for which a certificate no waiver is delivered applicable pursuant to Section 4(k), the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall not deliver a Sales Notice following a Representation Date until a reimburse the Manager for Manager’s reasonable counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any reasonable and documented incidental expense incurred by the Manager in form and substance, reasonably satisfactory to the Manager, has been conductedconnection therewith.

Appears in 1 contract

Samples: At the Market Offering Agreement (Citius Pharmaceuticals, Inc.)

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Due Diligence Session. Upon commencement of the offering of the ADSs Shares under this Agreement (and upon the recommencement of the offering of the ADSs Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 thirty (30) Trading Days), and at on or about the time of each Representation Date for which a certificate is delivered pursuant to Section 4(k)Date, the Company will conduct a due diligence session, as requested by and in form and substance, substance reasonably satisfactory to the Manager, which shall include representatives of management management, Accountants and AccountantsCompany Counsel. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall not deliver a Sales Notice following a Representation Date until a reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $5,000 per update, plus any incidental expense incurred by the Manager in form and substance, reasonably satisfactory to the Manager, has been conductedconnection therewith.

Appears in 1 contract

Samples: At the Market Offering Agreement (Audioeye Inc)

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