No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Edoc Acquisition Corp.), Common Stock Purchase Agreement (Edoc Acquisition Corp.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a partythis Agreement, including, without limitation, the obligation of the Company to deliver (i) deliver the Commitment Shares to the Investor as DWAC Shares not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Commencement Date, and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i5.5(a) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 7.1 (subject in all cases to Section 8.37.3).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Verb Technology Company, Inc.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing DateDate in accordance with Section 10.1(ii), and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchasein accordance with Section 3.2. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (PishPosh, Inc.), Common Stock Purchase Agreement (Cinedigm Corp.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, in timely manner pursuant to this Agreement and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Date for such VWAP PurchasePurchase in accordance with Section 3.2. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 2 contracts
Samples: Ordinary Share Purchase Agreement (Blue Ocean Acquisition Corp), Ordinary Share Purchase Agreement (TNL Mediagene)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a each VWAP Purchase and each Intraday VWAP Purchase, in each case not later than the applicable Purchase Share Delivery Date with respect to such VWAP Purchase Settlement and not later than the applicable Purchase Share Delivery Date for with respect to such Intraday VWAP PurchasePurchase (as applicable) in accordance with Section 3.3. For the avoidance of doubt, nothing in this Section 6.6(i) 6.6 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Sono Group N.V.)
No Frustration. The Neither the Company nor the Operating Partnership shall not enter into, announce or recommend to its the Company’s stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company or the Operating Partnership to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a an VWAP Purchase as DWAC Shares not later than 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date for such VWAP PurchasePurchase in accordance with Section 3.2 of this Agreement. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (ia) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City timepursuant to Section 10.1(ii) on the third (3rd) Trading Day immediately following the Closing Datehereof, and (iib) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Exercise Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Thunder Power Holdings, Inc.)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
No Frustration. The Neither the Company nor the Operating Partnership shall not enter into, announce or recommend to its the Company’s stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company or the Operating Partnership to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a an VWAP Purchase as DWAC Shares not later than 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase in accordance with Section 3.2 of this Agreement. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to (i) deliver the Commitment Shares to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following the Closing Date, and (ii) deliver the Shares to the Investor in respect of a VWAP Purchase not later than the applicable VWAP Purchase Settlement Exercise Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).
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