New Purchasers Sample Clauses

New Purchasers. Any person or entity who received Series A Preferred pursuant to the Merger Agreement, or subsequent purchaser of Series B Preferred Stock pursuant to Section 2.2 of the Purchase Agreement (each, a “Subsequent Purchaser”), may become a party to this Agreement after the date hereof without the consent of any of the other parties hereto by executing a counterpart signature page to this Agreement; provided, however, that, in the case of the persons and entities who received Series A Preferred pursuant to the Merger Agreement, such executed counterpart signature page to this Agreement must be received by the Company on or before July 1, 2009. As a condition to becoming a party to this Agreement, each Subsequent Purchaser hereby agrees that it shall be deemed to be a “Purchaser” for all purposes under this Agreement, subject to and bound by all of the terms and conditions applicable to a “Purchaser” under this Agreement.
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New Purchasers. Upon the effectiveness of this Amendment, as provided in Section 4 hereof, the New Purchasers shall have all of the rights and privileges and shall be bound by all of the terms and conditions of the Agreement applicable to Investors.
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New Purchasers. This Amendment provides for the addition of new Purchasers to the Asset Purchase Agreement, such addition to be evidenced by the execution by such new Purchasers of the signature pages attached hereto as Exhibit A.
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New Purchasers. (i) Each of the New Purchasers hereby represents and warrants to the Company that as of the date of such New Purchaser’s purchase and sale of Notes and Warrants under the Purchase Agreement, as amended (each, a “New Purchaser Closing Date”), such New Purchaser makes the representations and warranties to the Company contained in Section 4 of the Purchase Agreement and that such representations and warranties are true on and as of their respective New Purchaser Closing Dates.
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New Purchasers. The New Purchasers each, independently and solely on their own behalf, represent that the conditions of closing and the representations and warranties contained in Section 5 of the Agreement as regards each New Purchaser are true and correct as of the date of the Additional Closing.
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New Purchasers. Section 2(c) of the Purchase Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:
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New Purchasers. With respect to the Additional Closing only, the -------------- Company shall have previously closed or shall close simultaneously with the Additional Closing, the sale of not less than $2,000,000 in principal amount of New Debentures to the New Purchasers, for a purchase price of not less than $2,000,000, on substantially the same terms as those on which the Purchasers are purchasing the Additional Debentures pursuant to this Agreement.
Sample 1
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New Purchasers. Notwithstanding anything herein to the contrary, if pursuant to Section 1.6 of the Purchase Agreement, Additional Closing Purchasers (as defined in the Purchase Agreement) purchase Additional Closing Shares (as defined in the Purchase Agreement), then each such Additional Closing Purchaser shall become a party to this Agreement as a "Purchaser" hereunder, without the need of obtaining any consent, approval or signature of any Purchaser, when such Additional Closing Purchaser has both: (a) purchased Additional Closing Shares under the Purchase Agreement and paid the Company all consideration payable for such Additional Closing Shares and (b) executed one or more counterpart signature pages to this Agreement as a "Purchaser."
Sample 1

Related to New Purchasers

  • PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

  • Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner [Signature Page to Eighth Amended and Restated Investor Rights Agreement] NORTH ATLANTIC VENTURE FUND III, A LIMITED PARTNERSHIP By: North Atlantic Investors III, L.L.C., its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC SBIC IV, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director INVESTOR GROWTH CAPITAL LIMITED By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: ‘A’ Director By: /s/ Xxxxxx xx Xxxx Name: Xxxxxx xx Xxxx Title: B-Director INVESTOR GROUP, L.P. By its General Partner INVESTOR GROUP G.P., LIMITED By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: ‘A’ Director By: /s/ Xxxxxx xx Xxxx Name: Xxxxxx xx Xxxx Title: B-Director [Signature Page to Eighth Amended and Restated AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx BARD FINANCIAL SERVICES, INC., PROFIT SHARING PLAN By: Name: Xxxxxxx Xxxxxxxxx Title: Trustee Xxxxx Xxxxx Investor Rights Agreement] OCI CHEMICAL CORPORATION By: Name: Xxxxx Xxxxxxx Xxxxxx Title: Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxxx, Xx. Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx [Signature Page to Eighth Amended and Restated Investor Rights Agreement] HO2.1 FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner HO2.1 AFFILIATES FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner HO2.1 ANNEX FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx [Signature Page to Eighth Amended and Restated Investor Rights Agreement] XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President XXXXX XXXXX FUND VIII L.P. By: SRB Associates VIII L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Genera Partner XXXXX XXXXX VIII AFFILIATES FUND L.P. By: SRB Associates VIII L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner [Signature Page to Eighth Amended and Restated Xxxxx X. Start TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Panda X.X. Xxxxxxx Name: Panda X.X. Xxxxxxx Title: Director VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: [Signature Page to Eighth Amended and Restated Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 000 Xxxxx’x Xxx Xxxxxxxx, XX 00000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, CT 06498 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II – 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 9 4025 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240

  • Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:

  • Other Purchasers The Company intends to enter into this same form of purchase agreement with certain other investors (the "Other Purchasers") and expects to complete sales of the Shares to them. The Purchaser's obligations hereunder are expressly not subject to or conditioned on the purchase of the Shares by any or all of the Other Purchasers.

  • Investors Investors will be instructed by the Dealer Manager or any Soliciting Dealer to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of “UMB BANK, N.A., ESCROW AGENT FOR LIGHTSTONE REAL ESTATE INCOME TRUST.” By 12:00 p.m. Eastern the next business day after receipt of instruments of payment, the Escrow Agent shall be furnished with a list of the Investors who have paid for the Common Shares showing the name, address, tax identification number, number of Common Shares subscribed for, the amount paid and whether such Investors are New York Investors, Tennessee Investors or Pennsylvania Investors (the “List of Investors”). The information comprising the identity of Investors shall be provided to the Escrow Agent in the format set forth in the “List of Investors” attached hereto as Exhibit C. The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are New York Investors, Tennessee Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Common Shares solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and the related check for the purchase of Common Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. If an Investor sends a check to the Dealer Manager or any Soliciting Dealer that does not conform to the subscription instructions, the Dealer Manager or Soliciting Dealer, as applicable, shall return the check directly to such Investor not later than the end of the next business day after the date on which the Dealer Manager or Soliciting Dealer, as applicable, received such check. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company or any other entity except as released to the Company pursuant to Section 3, Section 4 for New York Investors, Section 5 for Tennessee Investors or Section 6 for Pennsylvania Investors. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential.

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants 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 stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder 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 CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity 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.

  • 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.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" 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. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. 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 ________, 2018, 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 sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants 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. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. 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 THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, 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.

  • Purchaser 2.1 Full Name:

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. --------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ---------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

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