Failing Investors Sample Clauses

Failing Investors. With respect to any Failing Investor, Parent and Merger Sub, acting on the instruction by the Determining Investor (who has the right but not the obligation to give such instruction), shall terminate such Failing Investor’s participation in the Transactions (which shall not constitute a termination of the Failing Investor’s Equity Commitment Letter, the Limited Guarantee or the Support Agreement for purposes thereof) by assigning the Failing Investor’s participation rights to another Investor and/or one or more third parties, in each such case, subject to the same priority allocations as set forth in Section 2.4 with respect to reallocating the participation rights of Non-Consenting Investors which shall apply mutatis mutandis, subject to the consent of such assignee, and, in connection with the completion of such assignment, the Failing Investor and the other Investors shall cooperate in such reasonable arrangements to permit Parent, Merger Sub and the other Investors to proceed with the Transactions and to terminate any liability or obligation of the Failing Investor under this Agreement (other than as specifically set forth in Sections 2.7, 2.13, 2.14, 4.8, 4.14 and 4.17, and with respect to breaches of this Agreement by the Failing Investor prior to the date of the completion of such arrangements); provided, that any assignee of the Failing Investor’s participation rights pursuant to this sentence shall assume (in a written agreement with the Failing Investor that is reasonably acceptable to Parent and the Determining Investor) the Failing Investor’s obligations under the Support Agreement, the Limited Guarantee, the Equity Commitment Letter, and this Agreement, as applicable. Upon the relevant assignee assuming the Failing Investor’s obligations under the Support Agreement, the Limited Guarantee, the Equity Commitment Letter, and this Agreement, as applicable, pursuant to the preceding sentence, and with the prior written consent of the Determining Investor and (to the extent necessary) the Company, all of the Failing Investor’s liabilities and obligations under the Support Agreement, the Limited Guarantee, the Equity Commitment Letter, and this Agreement, as applicable, (other than as specifically set forth in Sections 2.7, 2.13, 2.14, 4.8, 4.14 and 4.17, and with respect to breaches of this Agreement by the Failing Investor prior to the date of the effectiveness of such termination) shall be terminated in accordance with their respective provisions,...
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Failing Investors. Subject to Section 2.2 above, in the event that (a) the Majority Holder determines that the Closing Conditions are satisfied or validly waived or (b) an award of specific performance to fund the Commitments of any Initial or Joining Investor or to transfer and contribute the Rollover Commitment by the Rollover Investor is granted under Section 8.5 of the Merger Agreement as contemplated by Section 2.5.1 hereof, the Majority Holder may, among other things, terminate, pursuant to Section 5.3, the participation in the transaction of (i) any Initial or Joining Investor that does not fund its Commitment or that asserts its unwillingness to fund its Commitment, in each case, as required by its Closing Equity Commitment Letter and (ii) the Rollover Investor if it does not transfer or contribute its Rollover Commitment or if it asserts its unwillingness to transfer or contribute its Rollover Commitment, in each case, as required by its Rollover Agreement; provided that such termination shall not affect the other Investors’ or Parent’s rights against such Failing Investor (as defined herein) with respect to such failure to fund or such Failing Investor’s continuing obligations hereunder as set forth in (x) Sections 2.5, 2.9 and 5 (other than Section 5.10) hereof and (y) such Failing Investor’s Equity Commitment Letters.
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Failing Investors. If either Investor fails to fund its Commitment when required under the applicable Equity Commitment Letter or asserts in writing its unwillingness to do so, and as a result of such actions taken (or failed to be taken) by such Investors (such Investors, the “Failing Investors” and the Investors who are not Failing Investors, the “Non-Failing Investors”) all or any portion of any damages award or settlement payment, expense reimbursement or other payment is required by Parent, Merger Sub, any other Investor or any of their respective Affiliates (including as a result of any obligation by Parent, Merger Sub or any Investor to make such a payment under the Merger Agreement or pursuant to any Limited Guaranty) (such payments, collectively, the “Reverse Termination Payments”), the Reverse Termination Payment (along with any other losses and any other reasonable and documented expenses (excluding, for the avoidance of doubt, any success or contingency fees) incurred by Parent, Merger Sub, the other Investors or any of their respective Affiliates) shall be paid 100% by such Failing Investors on a pro rata basis. For the avoidance of doubt, if SCP determines, in good faith and following reasonable consultation with BCI, that the closing conditions under the Merger Agreement have not been satisfied or that Parent and Merger Sub will not consummate the transactions contemplated by the Merger Agreement, the Investors shall remain fully responsible under their respective Equity Commitment Letters and Limited Guaranties in accordance with the terms thereof.
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Related to Failing Investors

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C PROGRESSIVE CARE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

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