Iroquois Master Fund Ltd Sample Clauses

Iroquois Master Fund Ltd. (Case No. 21 cv 06167), seeking, inter alia, certain injunctive relief against Iroquois (the “Lawsuit”);
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Iroquois Master Fund Ltd. (Case No. 21 cv 06167), provided that nothing contained herein shall be deemed to effect a release of any obligation undertaken in the Settlement Agreement annexed hereto. For the avoidance of doubt, to the extent that MassRoots, Inc. should fail to make the Settlement Payment and/or to transfer the Series Z Shares required by Paragraph 10 of the Settlement Agreement, the Claiming Parties’ release set forth herein shall be void, unenforceable and of no further effect.
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Iroquois Master Fund Ltd. (Case No. 21 cv 06167), provided that nothing contained herein shall be deemed to effect a release of any obligation undertaken in the Settlement Agreement annexed hereto.
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Iroquois Master Fund Ltd of 600 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX (Iroquois); and
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Iroquois Master Fund Ltd. By: Iroquois Capital Management LLC, its Investment Advisor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT ______________________ ______________________ ______________________ Attention: _____________ Re: PositiveID Corporation Ladies and Gentlemen: [We are][I am] counsel to PositiveID Corporation, a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders convertible notes (the “Notes”) convertible into the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 2012, the Company filed a Registration Statement on Form S-1 (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling security holder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Unless we advise you otherwise in writing, this letter shall...
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Iroquois Master Fund Ltd. By: -------------------------------------- Name: Title: Address for Notice: Iroquois Master Fund Ltd. 641 Lexington Ave. 26th Floor Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: (000) 000-0000 Telephone: (212) 000-0000 Attention: Joshxx Xxxxxxxxx Annex A
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Iroquois Master Fund Ltd. By: --------------------------------------- Name: Title: EXHIBITS --------
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Iroquois Master Fund Ltd. By: /s/ Joshua Silverman -------------------- Name: Joshua Silverman Title: Authorized Sxxxxxxxx
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Related to Iroquois Master Fund Ltd

  • MASTER FUND The Master Fund covenants that:

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • COMPENSATION TO THE INVESTMENT MANAGER (1) The Fund agrees to pay to the Investment Manager, and the Investment Manager covenants and agrees to accept from the Fund in full payment for the services furnished, a fee as set forth in Schedule A.

  • Compensation of the Investment Manager 4.1 For the services to be rendered as provided herein, the Adviser shall pay to the Investment Manager for each month of the Fund’s fiscal year on the last day of each such month a fee based upon the average daily net assets of the Account, as determined pursuant to the Fund’s Registration Statement, at the following annual rate as a percentage of the Account's average daily net assets:

  • Multi-Manager Funds In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the “Managers” for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager’s responsibility in providing advice is expressly limited to a discrete portion of the Fund’s portfolio that it manages. This prohibition does not apply to communications by the Adviser in connection with the Adviser’s (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

  • Federated Hermes Global Equity Fund Federated Hermes Global Small Cap Fund Federated Hermes SDG Engagement Equity Fund Federated Hermes Unconstrained Credit Fund Federated International Bond Strategy Portfolio Federated International Dividend Strategy Portfolio Federated International Leaders Fund Federated International Small-Mid Company Fund Federated International Strategic Value Dividend Fund Federated MDT Large Cap Value Fund Federated Michigan Intermediate Municipal Trust Federated Muni and Stock Advantage Fund Federated Municipal High Yield Advantage Fund Federated Municipal Ultrashort Fund Federated Municipal Bond Fund, Inc. Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Income Fund Federated Premier Municipal Income Fund Federated Short-Intermediate Duration Municipal Trust

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

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