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. TABLE 1 - THE UNITS Units Series E Shares Per Unit Total Series E Shares Senior Purchase Price Per Unit Total Senior Purchase Price 500 1,532 766,190 $153,238.00 $76,619,000 Number of Senior Investors Senior Warrants Per Unit Senior Warrants Total Senior Warrant Exercise 5 49,410.00 24,705,000 $78,455, 405 Senior Warrant Total Senior Warrants Exercise Price Per Warrant Total Senior Warrant Exercise 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...
Sample 1
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Related to No Reversal

  • 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 rebates etc There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrowers, the Seller or a third party in connection with the purchase by the Borrowers of the Ships, other than as disclosed to the Agent in writing on or prior to the date of this Agreement.

  • 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 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 reinstatement of Commitments No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

  • 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.

  • No Usury Borrower and Lender intend at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under state law) and that this Section 10.17 shall control every other agreement in the Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or any other Loan Document, or contracted for, charged, taken, reserved or received with respect to the Debt, or if Lender’s exercise of the option to accelerate the maturity of the Loan or any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited against the unpaid Principal and all other Debt (or, if the Debt has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Loan Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained in any Loan Document, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

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