No Reversal Sample Clauses

No Reversal. For avoidance of doubt, the payment and subsequent deposit of the Senior Purchase Price into the Company Cash Account shall not be reversible under any circumstances not listed in Section 2.1(g). The Company is the sole Party that may receive the Senior Purchase Price disbursements once the Senior Purchase Price has been deposited into the Company Cash Account. The Series E Conversion mechanics and various terms and conditions of this Agreement and the AMA cumulatively set forth and enforce limitations on the rate of the release of the Senior Purchase Price to the Company depending on the (i) valuation and (ii) demand for the Company’s Common Stock. Plainly stated, the Breakouts have been structured with a view towards incentivising the Company to build shareholder value to the targeted Breakout Prices on the targeted time frames set forth in Table 2 of this Section 2. In the event and to the extent that the Company is unable to build value to the targeted Breakout Prices on the targeted time frames, the Company will incur additional dilution at the Series E Conversion Rate for the same Senior Purchase Price paid by the Senior Investors; and, in the event that the demand and volume for the Common Stock are insufficient to justify release of the Scheduled Breakout as shown in Table 2 of this Section 2, then the release of the Senior Purchase Price scheduled for any such Breakout shall be reduced on a pro rated basis to be equal to no more than the “Trailing Volume”3 times the then-current Market Price (the “Available Breakout”).4 Any such reduction, or the difference between the Scheduled Release and the Available Breakout, shall be subject to release from the Draw Account as defined in and provided for in Section A.2.4 of Exhibit A of the AMA. Warrant A 710,960 $ 2.4000 $ 1,706,304 Warrant B 690,253 $ 2.4720 $ 1,706,305 Warrant C 669,770 $ 2.5476 $ 1,706,306 Warrant D 649,531 $ 2.6270 $ 1,706,318 Warrant E 629,556 $ 2.71 03 $ 1,706,286 Warrant F 609,864 $ 2.7978 $ 1,706,277 Warrant G 2,164,039 $ 2.8897 $ 6,253,423 Warrant H 2,311,650 $ 2.9862 $ 6,903,049 Warrant I 2,446,192 $ 3.0875 $ 7,552,618 Warrant J 2,568,103 $ 3.1939 $ 8,202,264 Warrant K 2,677,844 $ 3.3056 $ 8,851,881 Warrant L 2,775,873 $ 3.4229 $ 9,501,536 Warrant M 2,862,769 $ 3.5460 $ 10,151,379 Warrant N 2,938,596 $ 3.6757 $ 10,801,458 (e) Effectiveness of Amendment to Certificate of Incorporation. In the event that the Company has not made effective an amendment its Certificate of Incorporatio...
Sample 1
AutoNDA by SimpleDocs

Related to No Reversal

  • No Refund In the event that a validity or non-infringement challenge of a Licensed Patent brought by ***** is successful, ***** will have no right to recoup any royalties paid before or during the period challenge.

  • No Reinstatement The Executive agrees that he will not apply for reinstatement with the Company or seek in any way to be reinstated, re-employed or hired by the Company in the future.

  • No Refunds In the event of the termination of this Agreement in accordance with any of the provisions of Sections 14.2 through 14.4 above, no portion of any payments of any kind whatsoever previously provided to SCEA hereunder shall be owed or be repayable to Publisher.

  • No Revocation The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement.

  • No U S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures.

  • No Payment The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 6.

  • No Recording Purchaser shall not cause or allow this Contract or any contract or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or become a public record without Seller’s prior written consent, which consent may be withheld at Seller’s sole discretion. If Purchaser records this Contract or any other memorandum or evidence thereof, Purchaser shall be in default of its obligations under this Contract. Purchaser hereby appoints Seller as Purchaser’s attorney-in-fact to prepare and record any documents necessary to effect the nullification and release of the Contract or other memorandum or evidence thereof from the public records. This appointment shall be coupled with an interest and irrevocable.

  • No Retaliation No employee shall be discharged or in any other manner discriminated against by the Agency-Assisted Contractor or Contractor because such employee has filed any complaint or instituted or caused to be instituted any proceeding under or relating to enforcement of this Agreement.

  • No Reliance, etc Company confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

  • No Reliance The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!