Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof. (b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber: (i) As of a Put Date and Put Closing Date, 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof. (ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934. (iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof. (iv) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note. (v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put. (vi) The Company's listing on, and compliance with the listing requirements of a Principal Market other than the Pink Sheets. (vii) The Company's not having received notice from the OTC Bulletin Board (or any Principal Market) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirements. (viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber. (c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows: (i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date. (ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:
Appears in 2 contracts
Samples: Subscription Agreement (Icoa Inc), Subscription Agreement (Icoa Inc)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the OTC Bulletin Board Board, (or any Principal Market) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.2636-1/4% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80(i) 85% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date Date, or 70(ii) 78% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty ninety (6090) trading days prior to the Conversion Date, as defined in the Note. The Maturity Date of the Put Notes shall be three years from the respective Put Closing Dates.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 7282% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen ten (1510) trading days prior to the Conversion Date subject to the following increases for the designated time periods:Date.
Appears in 2 contracts
Samples: Subscription Agreement (Cambio Inc), Subscription Agreement (Telynx Inc)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing Date, Date an amount equal to 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as and one Share of such date) and sufficient Common Shares to allow the full Stock issuable upon exercise of the Put Warrants issuable in connection with the amount of Put Note Purchase Price set forth in the relevant Put Notice (assuming exercise of such Put Warrants on such dateas hereinafter defined) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, trading price of the Common Stock or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports or filed after the Closing Date.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Bulletin Board and Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the OTC Bulletin Board (Board, or any Principal Market) Market that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(ix) No issuance of an SEC or Principal Market stop trade order.
(x) The Company shall have no knowledge that any of the foregoing conditions shall not be true and accurate as of a date fifteen days after a Put Closing Date.
(xi) The daily weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial using the AQR function for the twenty-two (22) trading days prior to the Put Date multiplied by the reported daily trading volume of the Common Stock for each such day is not less than $2,000,000 in the aggregate.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
the lesser of (i) The Conversion the Maximum Base Price as defined in Section 2.1(b)(i) of the initial 5.263% Note issued in connection with the Closing of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of Initial Offering, or (ii) 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date, as defined in the Note.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:
Appears in 1 contract
Samples: Subscription Agreement (Tirex Corp)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes additional Company Shares ("Put NotesShares") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Maximum Put Note principal Consideration designated on the signature page hereto (the "Put")hereto. Collectively the Put Notes, Warrants issuable in connection with the Put, Shares and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants Commissions (as hereinafter defined) are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages remedies and indemnification granted to the Subscriber in connection with the NoteSecurities, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof, and the Reset Rights described in Section 9 hereof.
(b) The agreement to purchase the Put Notes Shares is contingent on the following any, some or all of which may be (unless waived by the Subscriber:):
(i) As of a Put Date The timely filing and Put Closing Date, 200% timely effectiveness of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof10.1(iv) hereof relating to all the Registrable Securities.
(ii) As of a the Put Date and Put Closing DateDate (as defined hereinafter), the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) The closing bid price of the Company's common stock on the NASD OTC Bulletin Board or such other securities exchange or market where the Company's common stock is listed for trading ("Closing Bid Price") for each of the five trading days prior to the effective date of the registration statement described in Section 10.1(iv) hereof and until to the Put Closing Date will not be less than $2.00.
(iv) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof.
(iv) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, Date and the Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance after the date hereof with the listing requirements of a Principal Market other than the Pink Sheets.
(vii) The NASD OTC Bulletin Board, and the Company's not having received notice from the NASD OTC Bulletin Board (or and any Principal Marketprincipal market on which the Company's Common Stock is listed for trading) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viiivii) The execution by the Company and delivery to the Subscriber of all required documents reasonably necessary to memorialize the rights and obligations of each of the parties in relation to the Put set forth Put.
(viii) A Closing shall have occurred on an aggregate of $1,200,000 on the same terms and conditions described in Section 11.2 below and such other documents which may be reasonably requested by the Subscriberthis Subscription Agreement.
(c) Subject to the adjustments set forth in the Note, the Conversion Price The exercise of the Put Note shall be as followsis further contingent on the non-occurrence of any of the following events, each an Event of Default:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto Company shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market make an assignment for the thirty (30) trading days prior benefit of creditors, or apply for or consent to the Put Closing Date appointment of a receiver or 70% trustee for it or for a substantial part of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Dateits property or business; or such a receiver or trustee shall otherwise be appointed.
(ii) The Conversion Price Any money judgment, writ or similar process shall be entered or filed against Company or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.
(iii) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company.
(iv) Delisting of any of the balance Company's securities from the NASD OTC Bulletin Board or such other principal exchange on which such security was listed for trading, or receipt by the Company of notice from NASDAQ or such other principal exchange that the Company is not in compliance with its listing requirements.
(v) A concession by the Company or a default by the Company under any one or more obligations in an aggregate monetary amount in excess of $50,000.
(vi) An SEC stop trade order or NASDAQ trading suspension for a period of ten or more days.
(vii) Any representation or warranty of the Company made in this Subscription Agreement or in connection herewith, or in any agreement, statement or certificate given in writing pursuant hereto or in any other agreement to which the Company and Subscriber are parties, or in connection herewith or therewith shall be materially false or misleading.
(viii) The occurrence of a Non-Registration Event.
(ix) Any material default by the Company of any covenant or undertaking described in this Subscription Agreement or any document delivered in connection herewith or under any other agreement to which the Company and Subscriber are parties.
(d) The exercise of the Put Note Purchase Price shall be 72% is expressly contingent on the declaration of effectiveness by the Securities and Exchange Commission and the continued effectiveness of the average of Registration Statement on Form SB-2 or such other form as described in Section 10.1(iv) hereof relating to the three lowest closing bid prices of Registrable Securities and the Company's ability to issue Common Stock on the Principal Market for the fifteen (15) trading days prior Put Closing Date pursuant to the Conversion Date subject to the following increases for the designated time periods:an effective registration statement, with such Common Stock, upon resale, being unlegended freely transferable Common Stock.
Appears in 1 contract
Samples: Subscription Agreement (Teltran International Group LTD)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes Preferred Stock ("Put NotesStock") and common stock purchase warrants ("Put Warrants") in up to the principal amount amounts set forth on the signature page hereto hereof for up to the aggregate amount of Put Note principal Purchase Price designated on the signature page hereto hereof (the "Put"). Collectively the Put NotesStock, Put Warrants issuable in connection with the Put, and Put Placement Warrants and Common Stock issuable upon conversion of the Put Notes Stock, Put Warrants and exercise of the Put Placement Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber and Placement Agents in connection with the NoteSecurities, including but not limited to, the rights and procedures set forth in Section 9 hereof Sections 9.1, 9.2, 9.3, 9.4, 9.5, and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes Securities is contingent on the following following, as of the Put Date and Put Closing Date, any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing Date, 200% of The failure to obtain the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price Approval as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof7.1(e) above.
(ii) The non-occurrence of a Non-Registration Event.
(iii) The non-occurrence (whether or not continuing) of an Event of Default as described in the Certificate of Designation.
(iv) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, and the Company will be in compliance with all such reporting obligations applicable to an issuer with a class of Shares registered pursuant to Section 12(g) of the Exchange Act.
(iiiv) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof.
(iv) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note.
(vvi) The execution and delivery to the Subscriber of a certificate signed by its the Company's chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the covenants and undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vivii) The Company's continued listing on, on and compliance at all times after the date hereof with the listing requirements of a Principal Market other than the Pink SheetsNASDAQ National Market.
(viiviii) The Company's not having received notice from the OTC Bulletin Board NASDAQ National Market (or any Principal Marketprincipal market on which the Company's common stock is listed for trading) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viiiix) The execution by the Company and delivery to the Subscriber of all required documents reasonably necessary to memorialize the rights and obligations of each of the parties in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the SubscriberPut.
(cx) Subject to The Company's model "500" aircraft successfully passing the adjustments set forth in fuselage structure pressurization test and receipt of a Form 8110-3 from the Note, the Conversion Price Federal Aviation Administration certifying such tests results.
(xi) The average closing bid price of the Common Stock as reported by NASDAQ National Market for the three trading days preceding a Put Note shall be as follows:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80Date is not less than 150% of the average of the three lowest closing bid prices price of the Common Stock on as reported by the Principal NASDAQ National Market for the thirty (30) three trading days prior preceding the Closing Date, provided that this condition shall apply only to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date.
(ii) The Conversion Price of the balance portion of the Put Note Purchase Price shall be 72% of payable up to 90 days after the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:Actual Effective Date.
Appears in 1 contract
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As Except for the initial amount of Put Purchase Price (designated on the signature page hereto as "Filing Put Amount"), as of a Put Date and Put Closing DateDate (as hereinafter defined), 200% the amount of the Common Shares described in Section 10.1(iv) above issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the NASDAQ OTC Bulletin Board (or any Principal Market) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(cix) Subject to the adjustments set forth in the Note, the Conversion Price No issuance of a SEC stop trade order.
(x) The Company shall have no knowledge that any of the Put Note foregoing conditions shall not be true and accurate as follows:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading a date fifteen days prior to the after a Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date.
(iixi) The Conversion Price Company shall have registered in a registration statement, effective as of the balance of the a Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Date and Put Closing Date, Common Stock on the Principal Market Shares exclusively for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:issuance upon conversion
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("“Put Notes"”) in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal (“Put Purchase Price”) designated on the signature page hereto (the "“Put"”). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "“Put Securities"”.) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's ’s business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's ’s financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's ’s representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's ’s listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's ’s not having received notice from the NASD OTC Bulletin Board (or any Principal Market) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(ix) A Legend Removal Failure shall not have occurred.
(x) In addition to all other requirements and conditions for Put exercise, the Company may give a Put Notice in connection with the Section 11.2(e) Put Amount (as hereinafter defined) only if the average trading volume on a Principal Market for the twenty-two consecutive trading days prior to the actual effective date of the registration statement in which the Shares underlying the Put Note for the Section 11.2(e) Put Amount are included (“Lookback Period”) is not less than 150,000 Common Shares and the closing price of the Common Stock during each day during the Lookback Period is not less than $.25 per Common Share.
(xi) No issuance of a SEC stop trade order.
(xii) The Company shall have no knowledge that any of the foregoing conditions shall not be true and accurate as of a date fifteen days after a Put Closing Date.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.263% one-third of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30i) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 7275% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject Closing Date, or (ii) 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the ninety (90) trading days prior to the following increases Conversion Date, as defined in the Note. The Maturity Date of the Put Notes shall be two years from the respective Put Closing Dates. 17
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 82% of the average of three lowest closing bid prices of the Common Stock on the Principal Market for the designated time periods:ten (10) trading days prior to the Conversion Date.
Appears in 1 contract
Samples: Subscription Agreement (American Technologies Group Inc)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company on one occasion, convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Each Put Note will be identical to the Note except that the Maturity Date will be three two years from each the Put Closing Date (as hereinafter defined). The Maximum Base Price (as defined in the Note) of the Note will be the Maximum Base Price for the Put Note. The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 7, Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the NASD OTC Bulletin Board (Board, or any Principal Market) Market that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(cix) Subject to the adjustments set forth in the Note, the Conversion Price No issuance of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Datea SEC stop trade order.
(iix) The Conversion Price Company shall have no knowledge that any of the balance foregoing conditions shall not be true and accurate as of the a date fifteen days after a Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:Closing Date.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c1 1.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), an amount equal to 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as and one Share of such date) and sufficient Common Shares to allow the full Stock issuable upon exercise of the Put Warrants issuable in connection with the amount of Put Note Purchase Price set forth in the relevant Put Notice (assuming exercise of such Put Warrants on such dateas hereinafter defined) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, trading price of the Common Stock or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Bulletin Board and Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the OTC Bulletin Board (Board, or any Principal Market) Market that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(ix) No issuance of an SEC or Principal Market stop trade order.
(x) The Company shall have no knowledge that any of the foregoing conditions shall not be true and accurate as of a date fifteen days after a Put Closing Date.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.26385% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices price of the Common Stock on the Principal Market for the thirty ten (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (6010) trading days prior to the Conversion Date.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:
Appears in 1 contract
Samples: Subscription Agreement (Global Telemedia International Inc)
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes additional Company Shares ("Put NotesShares") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Maximum Put Note principal Consideration designated on the signature page hereto (the "Put")hereto. Collectively the Put Notes, Warrants issuable in connection with the Put, Shares and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants Commissions (as hereinafter defined) are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages remedies and indemnification granted to the Subscriber in connection with the NoteSecurities, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof, and the Reset Rights described in Section 9 hereof.
(b) The agreement to purchase the Put Notes Shares is contingent on the following any, some or all of which may be (unless waived by the Subscriber:):
(i) As of a Put Date The timely filing and Put Closing Date, 200% timely effectiveness of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof10.1(iv) hereof relating to all the Registrable Securities.
(ii) As of a the Put Date and Put Closing DateDate (as defined hereinafter), the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) The closing bid price of the Company's common stock on the NASDAQ SmallCap Market or such other securities exchange or market where the Company's common stock is listed for trading ("Closing Bid Price") for each of the ten trading days prior to the giving of a Put Notice (as defined hereinafter) and until to the Put Closing Date will not be less than $1.00.
(iv) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof.
(iv) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note.
(v) The execution There not being an adverse variation of 20% or more from the quarterly and delivery annual revenue, gross income and Net Profit projections set forth on Schedule C hereto for the periods set forth on Schedule C hereto. Schedule C will be retained by the Escrow Agent referred to in Section 6 hereof and not delivered to the Subscriber of a certificate signed by unless the Escrow Agent determines in its chief executive officer representing own discretion that the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a Principal Market other than the Pink Sheets.
(vii) The Company's not having received notice actual revenue and/or income differ from the OTC Bulletin Board (projections by 20% or more. In any Principal Market) that event, the Company is not in compliance with Escrow Agent may deliver the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirements.
(viii) The execution by the Company and delivery projections to the Subscriber at the Escrow Agent's discretion. Until eighteen months from the Closing Date, the Company undertakes to deliver to the Escrow Agent copies of all required documents in relation to the Put set forth in Section 11.2 below periodic reports and such other documents which may be reasonably requested by the Subscriber.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:other
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes for up to one-third (1/3) of the Put Note Purchase Price is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing Date, 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iiiii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof.
(iviii) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note.
(viv) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(viv) The As of a Put Date and through the Put Closing Date, the Company's listing Common Stock is listed on, and the Company's compliance with the listing requirements of a the OTC Bulletin Board, NASDAQ SmallCap Market, American Stock Exchange, New York Stock Exchange or NASDAQ National Market System (any of the foregoing the "Principal Market other than the Pink SheetsMarket").
(viivi) The Company's not having received notice from the OTC Bulletin Board (Principal Market or Pink Sheets, or any Principal Market) market on which the Common Stock is listed for trading or quotation, that the Company is not in compliance with the requirements for continued listing listing, which notice has not been resolved in a manner affirming the Company's compliance with such requirements.
(viiivii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(iviii) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80% of the average of the three lowest closing bid prices price of the Common Stock on as reported by the Pink Sheets and/or the Principal Market for each of the thirty fifteen (3015) trading days prior to preceding a Put Date is not less than $.75 and the Put Closing Date or 70% of reported daily trading volume for each trading day during the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Datesame period is not less than 100,000 common shares.
(iic) The Conversion Price of the balance agreement to purchase Put Notes for up to an additional one-third (1/3rd) of the Put Note Purchase Price shall is contingent on the following, any, some or all of which may be 72% waived by the Subscriber:
(i) As of a Put Date and Put Closing Date, the satisfaction of all the conditions set forth in Section 11.1(b) above, except as set forth below.
(ii) As of a Put Date and Put Closing Date, the Common Shares issuable upon conversion of all Put Notes which are issued or issuable are included in an effective registration statement as described in Section 10 hereof.
(iii) Modifying Section 11.1(b)(viii) hereof: The average of the three lowest closing bid prices price of the Common Stock as reported on the Principal Market for the fifteen (15) trading days prior preceding a Put Date is not less than $.75 and the reported average daily trading volume for each trading day during the same period is not less than 200,000 common shares.
(d) The agreement to purchase Put Notes for up to an additional one-third (1/3rd) of the Conversion Put Note Purchase Price is contingent on the following, any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date subject to and Put Closing Date, the following increases satisfaction of all the conditions set forth in Sections 11.1(b) and 11.1(c) above, except as set forth below.
(ii) Modifying Sections 11.1(b)(viii) and 11.1(c)(iii) hereof: Theaverage closing bid price of the Common Stock as reported on the Principal Market for the designated time periods:twenty (20) trading days preceding a Put Date is not less than $.75 and the reported average daily trading volume for the same period is not less than 300,000 common shares.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes additional Company Shares ("Put NotesShares") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Maximum Put Note principal Consideration designated on the signature page hereto (the "Put")hereto. Collectively the Put Notes, Warrants issuable in connection with the Put, Shares and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants Commissions (as hereinafter defined) are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages remedies and indemnification granted to the Subscriber in connection with the NoteSecurities, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof, and the Reset Rights described in Section 9 hereof.
(b) The agreement to purchase the Put Notes Shares is contingent on the following any, some or all of which may be (unless waived by the Subscriber:):
(i) As of a Put Date The timely filing and Put Closing Date, 200% timely effectiveness of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof10.1(iv) hereof relating to all the Registrable Securities.
(ii) As of a the Put Date and Put Closing DateDate (as defined hereinafter), the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) The closing bid price of the Company's common stock on the NASDAQ SmallCap Market or such other securities exchange or market where the Company's common stock is listed for trading ("Closing Bid Price") for each of the ten trading days prior to the giving of a Put Notice (as defined hereinafter) and until to the Put Closing Date will not be less than $1.00.
(iv) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to in Paragraph 1(a) hereof.
(iv) The non-occurrence (whether or not continuing) of an Event of Default as described in Article III of the Note.
(v) There not being an adverse variation of 20% or more from the quarterly and annual revenue, gross income and Net Profit projections set forth on Schedule C hereto for the periods set forth on Schedule C hereto. Schedule C will be retained by the Escrow Agent referred to in Section 6 hereof and not delivered to the Subscriber unless the Escrow Agent determines in its own discretion that the actual revenue and/or income differ from the projections by 20% or more. In any event, the Escrow Agent may deliver the projections to the Subscriber at the Escrow Agent's discretion. Until eighteen months from the Closing Date, the Company undertakes to deliver to the Escrow Agent copies of all periodic reports and other filings by the Company with the Securities and Exchange Commission within two (2) business days of filing with the Securities and Exchange Commission.
(vi) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, Date and the Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vivii) The Company's listing on, and compliance after the date hereof with the listing requirements of a Principal Market other than the Pink Sheets.
(vii) The NASD OTC Bulletin Board, and the Company's not having received notice from the NASD OTC Bulletin Board (or and any Principal Marketprincipal market on which the Company's Common Stock is listed for trading) that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents reasonably necessary to memorialize the rights and obligations of each of the parties in relation to the Put.
(ix) There shall not have occurred a change in the current members of the board of directors of the Company nor of the President, Vice-President, Chief Financial Officer, Chief Executive Officer, or Chief Operating Officer of the Company prior to the giving of a Put set forth Notice or Put Closing Date.
(x) A Closing shall have occurred on an aggregate of $500,000 on the same terms and conditions described in Section 11.2 below and such other documents which may be reasonably requested by this Subscription Agreement.
(xi) The Company shall have obtained a listing for trading of its Common Stock on the SubscriberNASDAQ SmallCap Market on or before 90 days after the Closing Date.
(c) Subject to the adjustments set forth in the Note, the Conversion Price The exercise of the Put Note shall be as followsis further contingent on the non-occurrence of any of the following events, each an Event of Default:
(i) The Conversion Price of the initial 5.263% of the aggregate Put Note Purchase Price set forth on the signature page hereto Company shall be the lesser of 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market make an assignment for the thirty (30) trading days prior benefit of creditors, or apply for or consent to the Put Closing Date appointment of a receiver or 70% trustee for it or for a substantial part of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Dateits property or business; or such a receiver or trustee shall otherwise be appointed.
(ii) The Conversion Price Any money judgment, writ or similar process shall be entered or filed against Company or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.
(iii) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company.
(iv) Delisting of any of the balance Company's securities from the NASD OTC Bulletin Board or such other principal exchange on which such security was listed for trading, or receipt by the Company of notice from NASDAQ or such other principal exchange that the Company is not in compliance with its listing requirements.
(v) A concession by the Company or a default by the Company under any one or more obligations in an aggregate monetary amount in excess of $50,000.
(vi) An SEC stop trade order or NASDAQ trading suspension.
(vii) Any representation or warranty of the Company made in this Subscription Agreement or in connection herewith, or in any agreement, statement or certificate given in writing pursuant hereto or in any other agreement to which the Company and Subscriber are parties, or in connection herewith or therewith shall be materially false or misleading.
(viii) The occurrence of a Non-Registration Event.
(ix) Any material default by the Company of any covenant or undertaking described in this Subscription Agreement or any document delivered in connection herewith or under any other agreement to which the Company and Subscriber are parties.
(d) The exercise of the Put Note Purchase Price shall be 72% is expressly contingent on the declaration of effectiveness by the Securities and Exchange Commission and the continued effectiveness of the average of Registration Statement on Form S-3 or such other form as described in Section 10.1(iv) hereof relating to the three lowest closing bid prices of Registrable Securities and the Company's ability to issue Common Stock on the Principal Market for the fifteen (15) trading days prior Put Closing Date pursuant to the Conversion Date subject to the following increases for the designated time periods:an effective registration statement, with such Common Stock, upon resale, being unlegended freely transferable Common Stock.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), an amount equal to 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as and one Share of such date) and sufficient Common Shares to allow the full Stock issuable upon exercise of the Put Warrants issuable in connection with the amount of Put Note Purchase Price set forth in the relevant Put Notice (assuming exercise of such Put Warrants on such dateas hereinafter defined) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the OTC Bulletin Board (Board, or any Principal Market) Market that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(ix) No issuance of an SEC or Principal Market stop trade order.
(x) The Company shall have no knowledge that any of the foregoing conditions shall not be true and accurate as of a date fifteen days after a Put Closing Date.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
(i) The Conversion Price of the initial 5.2638.8607594% of the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of (i) 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty (30) trading days prior to the Put Closing Date Date, or 70(ii) 80% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (60) trading days prior to the Conversion Date, as defined in the Note. The Maturity Date of the Put Notes shall be two years from the respective Put Closing Dates.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 7287% of the average of the three lowest closing bid prices price of the Common Stock on the Principal Market for the fifteen ten (1510) trading days prior to the Conversion Date subject to the following increases for the designated time periods:Date.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing DateDate (as hereinafter defined), 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements referred to included in Paragraph 1(a) hereofthe Reports.
(iv) The non-occurrence (whether or not continuing) of an An Event of Default as described in Article III of the NoteNote shall not have occurred.
(v) The execution and delivery to the Subscriber of a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's representations and warranties contained in this Subscription Agreement as of the Put Date, and Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for the exercise of the Put.
(vi) The Company's listing on, and compliance with the listing requirements of a the Principal Market other than the Pink SheetsMarket.
(vii) The Company's not having received notice from the OTC Bulletin Board (Board, or any Principal Market) Market that the Company is not in compliance with the requirements for continued listing which notice has not been resolved in a manner affirming the Company's compliance with such requirementslisting.
(viii) The execution by the Company and delivery to the Subscriber of all required documents in relation to the Put set forth in Section 11.2 below and such other documents which may be reasonably requested by the Subscriber.
(ix) No issuance of an SEC stop trade order.
(x) The Company shall have no knowledge that any of the foregoing conditions shall not be true and accurate as of a date fifteen days after a Put Closing Date.
(c) Subject to the adjustments set forth in the Note, the Conversion Price of the Put Note shall be as follows:
the lesser of (i) The Conversion the Maximum Base Price (as defined in the Note) of the initial 5.263% of Note issued in connection with the aggregate Put Note Purchase Price set forth on the signature page hereto shall be the lesser of 80Initial Offering, or (ii) 82.5% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the thirty ten (30) trading days prior to the Put Closing Date or 70% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the sixty (6010) trading days prior to the Conversion Date, as defined in the Note.
(ii) The Conversion Price of the balance of the Put Note Purchase Price shall be 72% of the average of the three lowest closing bid prices of the Common Stock on the Principal Market for the fifteen (15) trading days prior to the Conversion Date subject to the following increases for the designated time periods:
Appears in 1 contract
