Appears in 75 contracts

Samples: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)

Appears in 17 contracts

Samples: Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Esports Entertainment Group, Inc.), Securities Purchase Agreement (Fisker Inc./De)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Treasure Global Inc), Securities Purchase Agreement (Jiuzi Holdings, Inc.), Securities Purchase Agreement (Molecular Data Inc.)

Appears in 12 contracts

Samples: Securities Purchase Agreement (IMAC Holdings, Inc.), Subscription Agreement (Odyssey Marine Exploration Inc), Securities Purchase Agreement (PAVmed Inc.)

Appears in 10 contracts

Samples: Securities Purchase Agreement (Cyclacel Pharmaceuticals, Inc.), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Cardiff Oncology, Inc.)

Appears in 8 contracts

Samples: Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 6 contracts

Samples: Securities Purchase Agreement (BIT ORIGIN LTD), Securities Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.), Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(r)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options and restricted stock awarded to employees, directors and consultants of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 6 contracts

Samples: Securities Exchange Agreement (Agrify Corp), Securities Exchange Agreement (Agrify Corp), Securities Purchase Agreement (Agrify Corp)

Appears in 6 contracts

Samples: Securities Purchase Agreement (PAVmed Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)

Existing Securities; Obligations. Except as disclosed in ~~the SEC Documents:~~ Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Dogness (International) Corp), Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Meten Holding Group Ltd.)

Existing Securities; Obligations. Except as disclosed in ~~the SEC Documents:~~ Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Helios & Matheson Analytics Inc.), Securities Purchase Agreement (Helios & Matheson Analytics Inc.), Securities Purchase Agreement (Helios & Matheson Analytics Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Biotricity Inc.), Securities Purchase Agreement (Asset Entities Inc.), Securities Purchase Agreement (Jet.AI Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Global Technologies LTD), Securities Purchase Agreement (Cryptyde, Inc.), Securities Purchase Agreement (Cryptyde, Inc.)

Appears in 5 contracts

Samples: Exchange Agreement (Inpixon), Exchange Agreement (ShiftPixy, Inc.), June 2018 Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Alpha Cognition Inc.), Securities Purchase Agreement (Alpha Cognition Inc.), Securities Purchase Agreement (Clean Vision Corp)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Top Ships Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (Axion Power International, Inc.)

Appears in 4 contracts

Samples: Exchange Agreement (Amyris, Inc.), Second Exchange Agreement (Amyris, Inc.), Exchange Agreement (Amyris, Inc.)

Appears in 4 contracts

Samples: Equity Purchase Agreement (GameSquare Holdings, Inc.), Equity Purchase Agreement (GameSquare Holdings, Inc.), Equity Purchase Agreement (OneMedNet Corp)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.)

Appears in 3 contracts

Samples: Equity Purchase Agreement (Next.e.GO N.V.), Equity Purchase Agreement (Next.e.GO N.V.), Equity Purchase Agreement (Next.e.GO N.V.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(p)(iii), (A) none of the Company~~’s or any Subsidiary~~’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company, or contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to issue additional shares, interests or capital stock of the Company ~~or any of its Subsidiaries~~ or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company; (C) there are no agreements or arrangements under which the Company ~~or any of its Subsidiaries~~ is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company ~~or any of its Subsidiaries~~ which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~securities; and (F) ~~neither~~ the Company ~~nor any Subsidiary has~~ does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)

Appears in 3 contracts

Samples: Equity Purchase Agreement (Zapp Electric Vehicles Group LTD), Equity Purchase Agreement (Zapp Electric Vehicles Group LTD), Equity Purchase Agreement (MSP Recovery, Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(q)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (YayYo, Inc.), Securities Purchase Agreement (YayYo, Inc.), Securities Purchase Agreement (YayYo, Inc.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights ~~Agreement~~Agreement or as granted to the Placement Agent in connection with the offering contemplated hereby); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (Reliance Global Group, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Reports: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Exchange Securities that have not been waived; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Exchange Agreement (ShiftPixy, Inc.), Amendment and Exchange Agreement (ShiftPixy, Inc.), Amendment and Exchange Agreement (ShiftPixy, Inc.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nikola Corp), Securities Purchase Agreement (Nikola Corp), Securities Purchase Agreement (Nikola Corp)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any ~~Subsidiary~~subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any ~~Subsidiary~~subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries~~subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its ~~Subsidiaries~~ subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its ~~Subsidiaries~~ subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries~~subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its ~~Subsidiaries~~ subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its ~~Subsidiaries~~ subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its ~~Subsidiaries~~ subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries~~subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Exchange Note; and (F) neither the Company nor any ~~Subsidiary~~ subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Exchange Agreement (Precipio, Inc.), Exchange Agreement, Exchange Agreement

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights ~~or any~~ of first refusal, encumbrances, security interests and other ~~similar rights or Liens~~ encumbrances (collectively “Liens”) suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 3 contracts

Samples: Exchange Agreement (RYVYL Inc.), Exchange Agreement (RYVYL Inc.), Exchange Agreement (Toughbuilt Industries, Inc)

Existing Securities; Obligations. Except as disclosed in ~~the SEC Documents~~Schedule III: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TDH Holdings, Inc.), Securities Purchase Agreement (TDH Holdings, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(r)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options and restricted stock awarded to employees of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. Set forth on Schedule 3(r)(iii) is a description of all material terms of the Company’s outstanding preferred stock.

Appears in 2 contracts

Samples: Omnibus Amendment (PARETEUM Corp), Securities Purchase Agreement (PARETEUM Corp)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Dragon Victory International LTD), Securities Purchase Agreement (Ideanomics, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company~~’s or any Subsidiary~~’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company, or contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to issue additional shares, interests or capital stock of the Company ~~or any of its Subsidiaries~~ or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company; (C) there are no agreements or arrangements under which the Company ~~or any of its Subsidiaries~~ is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company ~~or any of its Subsidiaries~~ which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (FG) ~~neither~~ the Company ~~nor any Subsidiary~~ has ~~any~~ no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Baijiayun Group LTD), Securities Purchase Agreement (CooTek(Cayman)Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or Schedule 3(q)(iv) hereto: (A) none of the Company~~’s or any Subsidiary~~’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company, or contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to issue additional shares, interests or capital stock of the Company ~~or any of its Subsidiaries~~ or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company; (C) there are no agreements or arrangements under which the Company ~~or any of its Subsidiaries~~ is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company ~~or any of its Subsidiaries~~ which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) ~~neither~~ the Company ~~nor any Subsidiary has~~ does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.)

Appears in 2 contracts

Samples: And Exchange Agreement, October 2018 Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents or Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) except as set forth on Schedule 3(r)(iv), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aclarion, Inc.), Securities Purchase Agreement (Aclarion, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(q)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries~~Subsidiaries (“Convertible Securities”), or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar ~~provisions that will be triggered by the issuance of the Securities~~provisions; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc), Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NANOMIX Corp), Securities Purchase Agreement (My Size, Inc.)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Canoo Inc.), Advance Agreement (Mainz Biomed N.V.)

Appears in 2 contracts

Samples: Prepaid Advance Agreement (Applied Digital Corp.), Prepaid Advance Agreement (Applied Digital Corp.)

Existing Securities; Obligations. Except as disclosed in Section 4.18(c) of the ~~SEC Documents: (A)~~ Disclosure Schedules, none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Grom Social Enterprises, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement)) or under applicable Canadian Securities Laws; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Visionary Holdings Inc.), Securities Purchase Agreement (Visionary Education Technology Holdings Group Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TimefireVR Inc.), Securities Purchase Agreement (TimefireVR Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or on Schedule 4.10: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) ~~there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F)~~ neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Note.

Appears in 2 contracts

Samples: Fourth Exchange Agreement (KushCo Holdings, Inc.), Second Exchange Agreement (KushCo Holdings, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(q)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (My Size, Inc.), Securities Purchase Agreement (My Size, Inc.)

Existing Securities; Obligations. ~~Except~~ (A) The holders of outstanding shares of the Company’s capital stock are not entitled to preemptive or other rights to subscribe for the shares of Preferred Shares that have not been complied with or otherwise effectively waived; (B) except as ~~disclosed~~ set forth in the SEC Documents~~: (A) none of the Company’s or any Subsidiary’s shares~~, ~~interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B)~~ there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar ~~provisions that will be triggered by the issuance of the Securities~~provisions; ~~and~~ (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Regulation D of, the 1933 Act, other than (i) shares issued pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants, or (ii) as set forth, incorporated by reference or described in the SEC Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Broadfin Capital, LLC), Securities Purchase Agreement (Biodelivery Sciences International Inc)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any ~~Subsidiary’s shares, interests or capital stock~~ of its Subsidiaries’ Capital Stock is subject to preemptive rights or any other similar rights or restrictions or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries, or ~~contracts, commitments, understandings or arrangements~~ Contracts by which the Company or any of its Subsidiaries is or may become bound to issue additional ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries; (C) there are no ~~agreements or arrangements~~ Contracts under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no ~~contracts~~Contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments or Capital Stock containing ~~anti-~~anti- dilution or similar provisions that will be triggered by the issuance of the Securities; ~~and~~ (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) there are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by they are bound relating to the voting of any shares, interests or capital stock of the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Splash Beverage Group, Inc.), Securities Purchase Agreement (Splash Beverage Group, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents and as set forth on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the ~~Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Scilex Holding Co), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(t)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than (i) pursuant to the Business Combination Agreement, (ii) the Company’s outstanding warrants (the “Warrants”), (iii) stock options, restricted stock units (“RSUs”), performance stock units, deferred stock units, rights and other stock-based awards awarded to employees, directors and consultants of the Company under equity incentive and employee stock purchase plans adopted by the Board of Directors of the Company and described in the SEC Documents and (iv) pursuant to this Agreement and following the Initial Closing, the Notes, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) other than pursuant to the Amended and Restated Registration Rights Agreement, dated September 29, 2021, by and among the Company and holders party thereto and the Warrants, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) other than the Warrants and, following the Initial Closing, the Notes, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Voting Agreement (Velo3D, Inc.), Voting Agreement (Velo3D, Inc.)

Appears in 2 contracts

Samples: Equity Purchase Agreement (Lilium N.V.), Equity Purchase Agreement (Lilium N.V.)

Existing Securities; Obligations. Except as ~~disclosed~~ set forth in the ~~SEC Documents~~Registration Statement: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Q BioMed Inc.)

Appears in 2 contracts

Samples: Amendment and Exchange Agreement (Innovate Biopharmaceuticals, Inc.), Amendment and Exchange Agreement (Helios & Matheson Analytics Inc.)

Appears in 2 contracts

Samples: Equity Purchase Agreement (Atlantic Coastal Acquisition Corp. II), Equity Purchase Agreement (Inception Growth Acquisition LTD)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing ~~anti-dilution~~ antidilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Helbiz, Inc.), Securities Purchase Agreement (Q BioMed Inc.)

Existing Securities; Obligations. Except as ~~disclosed~~ set forth on Section 3.1(20)(iii) of the Disclosure Letter and in respect of the ~~SEC Documents~~Equity Line: (A) none of the Company’s or any Subsidiary’s shares, interests or ~~capital stock~~ securities is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options and restricted stock awarded to employees, directors and consultants of the Company under equity incentive plans adopted by the Board of Directors and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or ~~capital stock~~ securities of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or ~~capital stock~~ securities of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or ~~capital stock~~ securities of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Transaction Agreement (HEXO Corp.), Transaction Agreement (Tilray Brands, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents or Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) except as set forth on Schedule 3(r)(iv)(C), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aclarion, Inc.), Securities Purchase Agreement (Aclarion, Inc.)

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Helios & Matheson Analytics Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or pursuant to the transactions contemplated by this Agreement, the Series C Waiver Agreement, or the Series D Waiver Agreement: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Exchange Shares; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Consent and Waiver (Fuelcell Energy Inc), Exchange Agreement (Fuelcell Energy Inc)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, ~~interests~~ interests, or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, ~~calls~~ calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, ~~interests~~ interests, or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, ~~understandings~~ understandings, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, ~~interests~~ interests, or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, ~~calls~~ calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, ~~interests~~ interests, or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is are obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement);~~ Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries ~~which~~ that contain any redemption or similar provisions, and there are no contracts, commitments, ~~understandings~~ understandings, or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the grant of the Warrant, or the issuance of the ~~Securities;~~ shares of Warrant Stock; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Unit Purchase Agreement (ALT5 Sigma Corp), Unit Purchase Agreement (ALT5 Sigma Corp)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(t)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors and consultants of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bionano Genomics, Inc.), Securities Purchase Agreement (Astra Space, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(q)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar ~~provisions that will be triggered by the issuance of the Securities~~provisions; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.), Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or on Schedule 3(q) attached hereto: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or ~~agreements~~ agreements, or any similar plan or agreement.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc), Note and Warrant Purchase Agreement (Odyssey Marine Exploration Inc)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents or on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TimefireVR Inc.), Securities Purchase Agreement (TimefireVR Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the ~~Registration Rights Agreement~~RRA); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Debenture Purchase Agreement (Remark Holdings, Inc.), Debenture Purchase Agreement (Remark Holdings, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(s)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options and restricted stock awarded to employees of the Company under equity incentive plans adopted by the Company, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Workhorse Group Inc.), Security Agreement (Workhorse Group Inc.)

Existing Securities; Obligations. Except as disclosed on Schedule 3(I)(r)(iv) or in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Health Acquisition Corp.), Securities Purchase Agreement (Digital Health Acquisition Corp.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Reports: (A) none of the Company~~’s or any Subsidiary~~’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company, or contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to issue additional shares, interests or capital stock of the Company ~~or any of its Subsidiaries~~ or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company; (C) there are no agreements or arrangements under which the Company ~~or any of its Subsidiaries~~ is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company ~~or any of its Subsidiaries~~ which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) ~~neither~~ the Company ~~nor any Subsidiary~~ has ~~any~~ no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ault Alliance, Inc.), Note Purchase Agreement (Ault Alliance, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any ~~Subsidiary’s shares, interests or capital stock~~ of its Subsidiaries’ Capital Stock is subject to preemptive rights or any other similar rights or restrictions or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries, or ~~contracts, commitments, understandings or arrangements~~ Contracts by which the Company or any of its Subsidiaries is or may become bound to issue additional ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any ~~shares, interests or capital stock~~ Capital Stock of the Company or any of its Subsidiaries; (C) there are no ~~agreements or arrangements~~ Contracts under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no ~~contracts~~Contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments or Capital Stock containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; ~~and~~ (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (G) there are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by they are bound relating to the voting of any shares, interests or capital stock of the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the ~~Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Eros International PLC), Securities Purchase Agreement (Eros International PLC)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents:~~ on Schedule 3(q)(iii), (A) none of the ~~Company’s or any Subsidiary~~Corporation’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Corporation; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Corporation, or contracts, commitments, understandings or arrangements by which the ~~Company or any of its Subsidiaries~~ Corporation is or may become bound to issue additional shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~ Corporation or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Corporation; (C) there are no agreements or arrangements under which the ~~Company or any of its Subsidiaries~~ Corporation is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the ~~Company or any of its Subsidiaries~~ Corporation which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the ~~Company or any of its Subsidiaries~~ Corporation is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Corporation; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~securities; and (F) ~~neither~~ the ~~Company nor any Subsidiary has~~ Corporation does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents or as disclosed by the Company to the Buyers (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to (i) this Agreement, (ii) the SEPA and (iii) the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Niocorp Developments LTD)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company~~’s or any Subsidiary~~’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company or any Subsidiary~~Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company, or contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to issue additional shares, interests or capital stock of the Company ~~or any of its Subsidiaries~~ or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company or any of its Subsidiaries~~Company; (C) there are no agreements or arrangements under which the Company ~~or any of its Subsidiaries~~ is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company ~~or any of its Subsidiaries~~ which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company ~~or any of its Subsidiaries~~ is or may become bound to redeem a security of the ~~Company or any of its Subsidiaries~~Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Ordinary Shares hereunder; and (F) ~~neither~~ the Company ~~nor any Subsidiary~~ has ~~any~~ no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Equity Distribution Agreement (CooTek(Cayman)Inc.)

Existing Securities; Obligations. Except as disclosed in the ~~SEC Documents:~~ Company’s public filings, (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the ~~Registration Rights Agreement~~RRA); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any ~~redemption~~ repurchase or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; and (E~~) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F~~) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Second Amendment Agreement (Cryptyde, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, ~~warrants~~warrants (except as described in this Agreement, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, ~~understandings~~ understandings, or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nascent Biotech Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s assets, shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered 4861-5438-1554v.715 or permitted by the Company or any ~~Subsidiary~~Subsidiary other than Permitted Liens (as defined in the Notes); (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) except as set forth on Schedule 3(r)(iv), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nauticus Robotics, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to this Agreement and the Registration Rights ~~Agreement);~~ Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Shares; and (FG) neither the Company nor any Subsidiary has entered into any ~~stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement~~Variable Rate Transaction.

Appears in 1 contract

Samples: Share Purchase Agreement (Captivision Inc.)

Appears in 1 contract

Samples: Equity Purchase Agreement (Spectral AI, Inc.)

Existing Securities; Obligations. Except as disclosed in the ~~SEC Documents~~Business Combination Registration Statement: (A) none of the Company’s, SPAC’s or any ~~Subsidiary’s~~ of their respective Subsidiaries’ shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the ~~Company~~ Company, SPAC or any ~~Subsidiary~~of their respective Subsidiaries; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries, or contracts, commitments, understandings or arrangements by which the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries; (C) there are no agreements or arrangements under which the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to this Agreement or the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries is or may become bound to redeem a security of the ~~Company~~ Company, SPAC or any of ~~its~~ their respective Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the ~~Company~~ Company, nor SPAC nor any ~~Subsidiary~~ of their respective Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (GigCapital5, Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents~~on Schedule 3(r) attached hereto: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (CBAK Energy Technology, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(s)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than awards to employees, directors, and consultants of the Company under equity incentive plans adopted by the Company and as described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) except as described in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities, except pursuant to the Pre-Emptive Rights Agreement; and (F) ~~neither~~ the Company ~~nor any Subsidiary~~ has ~~any~~ no stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement, other than stock appreciation rights or “phantom stock” awards that may be issuable under the Company’s equity incentive compensation plans.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tellurian Inc. /De/)

Existing Securities; Obligations. Except as disclosed in Section 4.17(c) of the ~~SEC Documents: (A)~~ Disclosure Schedules, none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Verb Technology Company, Inc.)

Appears in 1 contract

Samples: Equity Purchase Agreement (Soluna Holdings, Inc)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents:~~ Documents or as set forth on Schedule 3(tr )(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors and consultants of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: 3 Agreement (Astra Space, Inc.)

Existing Securities; Obligations. Except as ~~disclosed in the SEC Documents:~~ set forth on Schedule 3(t)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than (i) pursuant to the Business Combination Agreement (as defined below), (ii) the Company’s outstanding warrants (the “Warrants”), (iii) stock options, restricted stock units (“RSUs”), performance stock units, deferred stock units, rights and other stock-based awards awarded to employees, directors and consultants of the Company under equity incentive and employee stock purchase plans adopted by the Board of Directors of the Company and described in the SEC Documents and (iv) pursuant to the Prior Notes, the Prior SPA, this Agreement and following the Closing, the Exchange Notes, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) other than pursuant to the Prior SPA, the Amended and Restated Registration Rights Agreement, dated September 29, 2021, by and among the Company and holders party thereto and the Warrants, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) other than the Warrants, the Prior Notes and, following the Closing, the Exchange Notes, there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Voting Agreement (Velo3D, Inc.)

Existing Securities; Obligations. Except as disclosed ~~in the SEC Documents~~on Schedule 3(r) attached hereto: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (CBAK Energy Technology, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or with respect to the Company's Series C Convertible Preferred Stock: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to ~~the Registration Rights~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (DryShips Inc.)

Appears in 1 contract

Samples: Equity Purchase Agreement (X3 Holdings Co., Ltd.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (Ai) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (Bii) other than in connection with awards granted under employee benefit and similar plans, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (Ciii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to this Agreement, the ~~Registration Rights Agreement~~amended and restated registration rights agreement dated November 10, 2022, among the Company, Sorrento Therapeutics, Inc. and the equityholders named therein, the amended and restated standby equity purchase agreement dated February 8, 2023, between the Company and the Buyer (the “Yorkville SEPA”), and the standby equity purchase agreement dated January 8, 2023 between the Company and X. Xxxxx Principal Capital II, LLC (the “X. Xxxxx SEPA”); (Div) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (Ev) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (Fvi) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scilex Holding Co)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or as otherwise set forth in Schedule 5.11(b) hereto: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing ~~anti-dilution~~ antidilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Shares; and (FG) neither the Company nor any Subsidiary has entered into any ~~stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement~~Variable Rate Transaction.

Appears in 1 contract

Samples: Equity Purchase Agreement (Envirotech Vehicles, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary, other than the Permitted Liens; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its domestic Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its domestic Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its domestic Subsidiaries, other than awards granted subsequent to March 31, 2019 under the Company’s equity incentive plans; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its domestic Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its domestic Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any domestic Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. “Permitted Lien” means any of the following types of Liens (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or pursuant to ERISA and any Lien relating to or imposed in connection with any Environmental Claim): (i) Liens for Taxes, assessments or governmental charges or claims that are not yet delinquent or the payment of which are being contested in accordance with Permitted Contest Procedures; (ii) Liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations, surety and appeal bonds, leases, and performance bonds, and other similar obligations (exclusive of obligations for the payment of borrowed money); (iii) judgment Liens that are not material in amount, that have been bonded and that are being contested in accordance with Permitted Contest Procedures; (iv) statutory Liens of landlords, statutory Liens of banks and rights of set-off, mechanics’ and materialmen’s liens, and other Liens imposed by applicable law, in each case arising in the ordinary course of business in respect of sums not yet delinquent or sums which are being contested in accordance with Permitted Contest Procedures; (v) easements or other matters affecting the real property of the Company or its Subsidiaries which do not constitute Liens securing any monetary obligations, do not materially detract from the value or marketability of such property and which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (vi) Liens arising out of that certain Pledge and Security Agreement, dated as of January 16, 2018, by and among the Company, the subsidiaries signatory thereto and Starboard Value and Opportunity Master Fund Ltd., as Collateral Agent; (vii) Liens arising out of that certain Guarantee Agreement, dated as of January 16, 2018, made by the subsidiary guarantors signatory thereto; (viii) Liens arising out of that certain Amended and Restated Security Agreement (Deposit Accounts – Specific), dated as of January 11, 2018, by and among the Company, the subsidiaries identified therein, Bank of America, N.A. and the other lenders party thereto; (ix) Liens arising out of that certain Letter of Credit Agreement with Xxxxx Fargo Bank National Association, dated June 6, 2018; and (x) Liens arising out of those certain corporate credit card programs with PNC Bank National Association and Barclays Bank PLC dated July 31, 2014 and July 12, 2016, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Comscore, Inc.)

Existing Securities; Obligations. Except as disclosed on Schedule 3(r)(iv), or, in the case of clauses (B), (C) and (D), in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, in each case requiring redemption or repurchase by the Company or any of its Subsidiaries at the election of the holder thereof, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries~~Subsidiaries at the election of the holder thereof; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Exchange Agreement (Amyris, Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or as set forth in the Draft 10-K Information: (A) none of the Company’s 's or any Subsidiary’s 's shares, interests or capital stock is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any ~~Subsidiary;~~ Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933~~ Securities Act (except pursuant to ~~the Registration Rights Agreement);~~ this Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries;~~ Subsidiaries; (E) there are no securities or instruments containing ~~anti-dilution~~ antidilution or similar provisions that will be triggered by the issuance of the ~~Securities;~~ Securities; and (FG) neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardio Diagnostics Holdings, Inc.)

Existing Securities; Obligations. Except as ~~disclosed~~ set forth in the SEC ~~Documents:~~ Documents or on Schedule 3(r)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options, restricted stock units and restricted stock awarded to employees of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Liqtech International Inc)

Existing Securities; Obligations. Except as ~~disclosed~~ set forth in the SEC Documents: , the IPO Prospectus or on Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its ~~Subsidiaries~~Subsidiaries (other than the Securities); (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sundial Growers Inc.)

Existing Securities; Obligations. Except as disclosed in the SEC ~~Documents~~Documents or pursuant to the transactions contemplated by this Agreement: (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or ~~Liens~~ liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the ~~1933 Act (except pursuant to the Registration Rights Agreement)~~Securities Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Exchange Note; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Exchange Agreement (BIT ORIGIN LTD)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights ~~or any~~ of first refusal, encumbrances, security interests and other ~~similar rights or Liens~~ encumbrances (collectively “Liens”) suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 ~~Act (except pursuant to the Registration Rights Agreement)~~Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the ~~Securities~~Exchange Shares; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Exchange Agreement (Delcath Systems, Inc.)

Existing Securities; Obligations. ~~Except as disclosed in the SEC Documents:~~ (A) none of the Company’s or any Subsidiary’s shares, interests or share capital ~~stock~~ is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital ~~stock~~ of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to ~~register~~ qualify for distribution by way of prospectus the sale of any of their securities under ~~the 1933 Act (except pursuant to the Registration Rights Agreement)~~Canadian Securities Laws; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any ~~stock~~ share appreciation rights or “phantom ~~stock~~share” plans or agreements or any similar plan or agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement

Common use of Existing Securities; Obligations Clause in Contracts