Notice Parties. Notices of default or termination delivered pursuant to this Section 25 shall not be effective unless delivered to each of the Persons required by Section 32(e) pursuant to the terms thereof.
Notice Parties. Company Xxxx X. Xxxxxxxxx, M.D., Ph.D. President and Chief Executive Officer Xxxxxxxx Xxxx, X.X. Chief Operating Officer Xxxx Xxxxxx Chief Financial Officer Xxxx Xxxxxxx Senior Vice President, General Counsel and Secretary XX Xxxxx Xxxxxxx Xxxxxx Managing Director Xxxxxxx Xxxxxxx Director Xxxxx Xxxxxxx Analyst SCHEDULE 2(b) REVOLUTION MEDICINES. INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx New York, NY 10017 Ladies & Gentlemen: Revolution Medicines, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated August 7, 2024 (the “Sales Agreement”), between the Company and TD Securities (USA) LLC (“XX Xxxxx”), to issue and sell to XX Xxxxx the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by XX Xxxxx, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to XX Xxxxx, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to XX Xxxxx, and XX Xxxxx agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to XX Xxxxx trading in the Common Stock for XX Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpa...
Notice Parties. The Company Xxxxx Xxxxx President and Chief Executive Officer Xxxxx X. Xxxxxxxx Chief Financial Officer Xxxxx Xxxxxx Sine Managing Director Xxxxxxx Xxxxxx Director SCHEDULE 3 Compensation Cowen shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement. SCHEDULE 4
Notice Parties. The Company Jxxx X. Xxxx, Chief Executive Officer, President and Secretary jxxx@xxxxxxxxxxxxxxxx.xxx Rxxxx X. Xxxxxxx, Chief Financial Officer rxxxx@xxxxxxxxxxxxxxxx.xxx The Agent RxxxXXX@xxxx.xxx Exxxxx@xxxx.xxx Axxxxxxxx X. Xxxxxxx axxxxxxx@xxxx.xxx Oxxxxx Xxxx txxxx@xxxx.xxx Dxxxxx Xxxxxxx dxxxxxxx@xxxx.xxx Hxx X. Xxxxxx hxxxxxx@xxxx.xxx EXHIBIT 7(l) Form of Representation Date Certificate [●], 20[●] This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(L) of the Amended and Restated Sales Agreement (the “Agreement”), dated June 21, 2021, and entered into between Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and Rxxx Capital Partners, LLC. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The undersigned, a duly appointed and authorized officer of the Company, having made all necessary inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this certificate, hereby certifies as follows:
Notice Parties. The Company Xxx X. Xxxxxxx, Chief Executive Officer, President and Chairman xxxxxxxxx@xxxxxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx, Chief Financial Officer and Senior Vice President xxxxxxxxxx@xxxxxxxxxxxxxx.xxx HCW Xxxxx Xxx xxxx@xxxxx.xxx Xxxxxxx Xxxxxxxx xxxxxxxxxx@xxxxx.xxx With a copy to xxx@xxxxx.xxx SCHEDULE 3 Compensation HCW shall be paid (A) 8.0% of the gross proceeds from the sales of Placement Shares and (B) a management fee equal to 1.0% of the gross proceeds from the sales of Placement Shares, pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected , of ReShape Lifesciences, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated October 2, 2018 (the “Sales Agreement”) between the Company and X.X. Xxxxxxxxxx & Co., LLC, that to the best of the knowledge of the undersigned:
Notice Parties. Foresight Autonomous Holdings Ltd. Xxxxxxx Xxxxxx (xxx@xxxxxxxxxxxxx.xxx) The Sales Agent Xxxxxx Xxxxxxx (xxxxxxxx@xxxxxxxxx.xxx) With copies to: xxx@xxxxxxxxx.xxx SCHEDULE 3
Notice Parties. THE COMPANY Sxxxx X. Xxxxxx, CEO (sxxxx.xxxxxx@xxxxxxxxx.xxx) Dxxx Xxxx, CFO (dxxxxxx.xxxx@xxxxxxxxx.xxx) THE SALES AGENT Txx Xxxxxxx (txxxxxxx@xxxxxxxxx.xxx) With copies to: axx@xxxxxxxxx.xxx SCHEDULE 3
Notice Parties. The Company Xxxx Xxxxx; Xxxxxxx Xxxxx The Sales Agent Xxxxxxxx Xxxxxxx; Xxxxxxxxx Xxxxxxx Schedule B Subsidiaries of the Company TRINITY FUNDING 1, LLC TRINITY CAPITAL HOLDINGS, LLC TRINCAP FUNDING, LLC
Notice Parties. Gladstone Commercial Corporation and Gladstone Commercial Limited Partnership Xxxxx Xxxxxxxxx (xxxxx.xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxxxxxx Xxxx (xxxx.xxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxx Xxxxxx (xxx.xxxxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxxxxxx XxXxxxx (xxxxxxx.xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx)
Notice Parties. Section 15.10(c) of the Restructuring Support Agreement shall be deemed amended such that notices to the members of the Ad Hoc Group and Barclays, in their capacities as Commitment Parties, shall be provided to the addresses indicated in accordance with Exhibit C to this Amendment.
