Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company additional shares of common stock of the Company (the "Put Shares") for the aggregate consideration designated on the signature page hereof (the "Put"). The Put may be exercised by the Company only during the two (2) year period commencing on the Closing Date ("Put Period"). (b) The agreement to purchase the Put Shares is contingent on the Company filing a registration statement relating to the Put Shares issuable upon exercise of the Put with the Securities and Exchange Commission on Form S-3 or such other registration statement described in Section 10.1(iv) of this Subscription Agreement or another form suitable for such purpose and reasonably designated by the Purchaser on or before 60 days from the Closing Date, and such registration statement being declared effective by the Securities and Exchange Commission on or before 120 days from the Closing Date. (c) The exercise of the Put is further contingent on the following: (1) As of the effective date of the registration statement described in Section 11.2(b), and the Put Date (as hereinafter defined), 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. (2) The Company's Common Stock will have traded at an average daily trading volume of 75,000 shares for the thirty trading days prior to each Put Date with an average daily closing bid price of not less than $1.00 per share for the same period. (3) The Company's financial condition will be at least equivalent to the Company's financial condition as reported in the Company's most recent financial statements included in the Reports and Other Information. (4) None of the following events of default shall have occurred or be continuing: (i) The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. (ii) 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 Company's securities from the NASDAQ SmallCap Market 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 obligation 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 connection herewith 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. (5) A Closing shall have occurred on an aggregate of $2,500,000 on the same terms and conditions described in this Subscription Agreement. (6) The Put Shares on the Put Date (as hereinafter defined) will be free-trading, unrestricted, unlegended and not subject to volume or other resale limitations. (7) The obtainment prior to 90 days from the Closing Date of an exemption from NASDAQ's Corporate Governance Rules or the approval of its shareholders of the issuance of the Securities and Placement Shares as described in Section 7.1(e) hereof. (d) The Subscriber is required to purchase Put Shares within ten (10) business days of notice by the Company that the Company is exercising the Put ("Put Notice"). The date notice is given is the "Put Date". The Company's right to give a Put Notice expires two years from the Closing Date. The Company may not give such notice more often than once each twenty-one (21) calendar days, nor within five (5) business days before or after a Reset Date or effective date of a reverse split of the Company's Common Stock. Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in the same proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Shares in the $2,500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $3,000,000. Payment for the Put Shares will be made upon receipt of the Put Shares by the Subscriber or an escrow agent to be designated by the Company and Subscriber.
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Obligation to Purchase. (a) The Until two years from the Closing Date, the Subscriber agrees to purchase from the Company additional shares of common stock Common Stock of the Company (the "Put Shares") for the aggregate consideration designated on the signature page hereof (the "Put"). The Put may be exercised by the Company only during the two (2) year period commencing on the Closing Date ("Put Period").
(b) The agreement to purchase the Put Shares is contingent on the Company filing a registration statement relating to registering the Put Shares issuable upon exercise of the Put with the Securities and Exchange Commission on the Form S-3 or such other registration statement described in Section 10.1(iv) of this Subscription Agreement or another form suitable for such purpose and reasonably with such States designated by the Purchaser on or before 60 130 days from the Closing Date, and such registration statement being declared effective by the Securities and Exchange Commission on or before 120 130 days from the Closing Date.
(c) The exercise of the Put agreement to purchase is further contingent on the following:
(1) As of the effective date of the registration statement described in Section 11.2(b), and the Put Date (as hereinafter defined), 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.
(2) The Company's Common Stock will have traded at an average daily trading volume of 75,000 shares for the thirty trading days prior to each Put Date the effective date of the registration statement described in Section 11.2(b) above, with an average daily closing bid price of not less than $1.00 1.30 per share for the same period.
(3) The Company's financial condition will be at least equivalent to the Company's financial condition as reported in the Company's most recent financial statements included in the Reports and Other Information.
(4) None of the following events of default ("Event of Default") shall have occurred or be continuing:
(i) The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.
(ii) 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 Company's securities from the NASDAQ SmallCap Market or such other principal exchange on which such security was is listed for trading, or receipt by except for the Company of notice from NASDAQ or such other principal exchange that the Company is not in compliance with its listing requirementsBoston Exchange.
(v) A concession by the Company or of a default by the Company under any one or more obligation in an aggregate monetary amount in excess of $50,000.
(vi) An SEC stop trade order or NASDAQ trading suspension, if either applies for a period of ten days or longer.
(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 connection herewith shall be materially false or misleading.
(viii) The occurrence of a Non-Registration EventDefault as described in Section 10.2(j) of this Subscription Agreement.
(ix) Any material default by the Company of any covenant or undertaking described in this Subscription Agreement or any document delivered in connection herewith.
(5) A Closing shall have occurred on an the aggregate of $2,500,000 on the same terms and conditions 2,000,000 offering described in this Subscription Agreement.
(6) The Put Shares on the Put Date (as hereinafter defined) will be free-trading, unrestricted, unlegended and not subject to volume or other resale limitations.
(7) The obtainment prior to 90 days from the Closing Date of Such other terms and condition as would reasonably and customarily be included in an exemption from NASDAQUnderwriter's Corporate Governance Rules Firm Commitment or the approval of its shareholders of the issuance of the Securities and Placement Shares as described in Section 7.1(e) hereofBest Efforts underwriting agreement.
(d) The Subscriber is required to purchase Put Shares within ten (10) business days of notice by the Company that the Company is exercising the Put ("Put Notice"). The date notice is given is the "Put Date". The Company's right to give a Put Notice expires two years from the Closing Date. The Company may not give such notice more often than once each twenty-one (21) calendar days, nor within five ten (510) business days before or after prior to nor within ten (10) days subsequent to a Reset Date or effective date Date, as defined in Section 9 of a reverse split of the Company's Common Stockthis Subscription Agreement. Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in the same proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Shares in the $2,500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $3,000,000Shares. Payment for the Put Shares will be made upon receipt of the Put Shares by the Subscriber or an escrow agent to be designated by the Company and Subscriber.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company up to the additional shares of common stock of the Company Common Stock (the "Put SharesStock") described on the signature page hereof for up to the aggregate consideration designated on the signature page hereof (the "Put"). The Put may be exercised by Stock is sometimes referred to as the Company only during the two (2) year period commencing on the Closing Date ("Put PeriodSecurities").
(b) The agreement to purchase the Put Shares Stock is contingent on the Company filing a registration statement relating to the Put Shares issuable upon exercise of the Put with the Securities and Exchange Commission on Form S-3 or such other registration statement described in Section 10.1(iv) of this Subscription Agreement or another form suitable for such purpose and reasonably designated by the Purchaser on or before 60 days from the Closing Date, and such registration statement being declared effective by the Securities and Exchange Commission on or before 120 days from the Closing Date.
(c) The exercise of the Put is further contingent on the following:
(1i) As of the effective date The timely filing of the registration statement described in Section 11.2(b)9.1(iv) hereof relating to all the Registrable Securities.
(ii) No material adverse change in the Company's business or business prospects shall have occurred after the Closing Date. Material adverse change is defined as any effect on the business, and the Put Date (as hereinafter defined)operations, properties, prospects, or financial condition of the Company will be that is material and adverse to the Company and its subsidiaries and affiliates, taken as a full reporting company whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the class of Shares registered pursuant to Section 12(g) ability of the Securities Exchange Act Company to enter into and perform any of 1934its obligations under this Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect.
(iii) The non-occurrence of all of the following:
(1) The Company breaches any material covenant, term or condition of this Subscription Agreement and such breach continues for a period of seven (7) days after written notice to the Company from the Subscriber.
(2) The Company's Common Stock will have traded at an average daily trading volume Any material representation or warranty of 75,000 shares for the thirty trading days prior to each Put Date with an average daily closing bid price of not less than $1.00 per share for the same periodCompany made in this Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant thereto shall be false or misleading.
(3) The Company's financial condition will be at least equivalent to the Company's financial condition as reported in the Company's most recent financial statements included in the Reports and Other Information.
(4) None of the following events of default shall have occurred or be continuing:
(i) The Company shall make an assignment of a substantial part of its property or business for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; , or such a receiver or trustee shall otherwise be appointed.
(ii4) Any money judgment, confession of judgment, writ or similar process shall be entered or filed against the Company or any of its property or other assets for more than $50,000, and shall remain unvacatedis not vacated, unbonded satisfied, bonded or unstayed for a period of forty-five (45) stayed within 45 days.
(iii5) 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 The execution and delivery to the Subscriber of any a certificate signed by its chief executive officer representing the truth and accuracy of all the Company's securities from representations and warranties contained in this Subscription Agreement as of the NASDAQ SmallCap Market or such other principal exchange on which such security was listed Put Date, and the Put Closing Date and confirming the undertakings contained herein, and representing the satisfaction of all contingencies and conditions required for trading, or receipt by the Company exercise of notice from NASDAQ or such other principal exchange that the Company is not in compliance with its listing requirementsPut.
(v) A concession by the Company or a default by the Company under any one or more obligation 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 connection herewith 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.
(5) A Closing shall have occurred on an aggregate of $2,500,000 on the same terms and conditions described in this Subscription Agreement.
(6) The Put Shares on the Put Date (as hereinafter defined) will be free-trading, unrestricted, unlegended and not subject to volume or other resale limitations.
(7) The obtainment prior to 90 days from the Closing Date of an exemption from NASDAQ's Corporate Governance Rules or the approval of its shareholders of the issuance of the Securities and Placement Shares as described in Section 7.1(e) hereof.
(d) The Subscriber is required to purchase Put Shares within ten (10) business days of notice by the Company that the Company is exercising the Put ("Put Notice"). The date notice is given is the "Put Date". The Company's right to give a Put Notice expires two years from the Closing Date. The Company may not give such notice more often than once each twenty-one (21) calendar days, nor within five (5) business days before or after a Reset Date or effective date of a reverse split of the Company's Common Stock. Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in the same proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Shares in the $2,500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $3,000,000. Payment for the Put Shares will be made upon receipt of the Put Shares by the Subscriber or an escrow agent to be designated execution by the Company and Subscriberdelivery to the Subscriber of all documents reasonably necessary to memorialize the rights and obligations of each of the parties in relation to the Put.
Appears in 1 contract
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company additional shares of common stock a Convertible Note of the Company (the "Put SharesNote") in the principal amount and for the aggregate consideration designated on the signature page hereof (the "Put"). The Put may be exercised by the Company only during the two forty-five (245) year day period commencing on thirty (30) days after the Closing Date effective date of the S-3 or such other form of Registration Statement described in Section 10.1(iv) hereof ("Put Period").
(b) The agreement to purchase the Put Shares Note is contingent on the Company filing a registration statement relating to the Put Shares common shares issuable upon exercise conversion of the Put Note ("Put Shares") with the Securities and Exchange Commission on Form S-3 or such other registration statement described in Section 10.1(iv) of this Subscription Agreement or another form suitable for such purpose and with such States reasonably designated by the Purchaser on or before 60 days from the Closing Date, and such registration statement being declared effective by the Securities and Exchange Commission on or before 120 180 days from the Closing Date.
(c) The exercise of the Put agreement to purchase is further contingent on the following:
(1) As of the effective date of the registration statement described in Section 11.2(b), and the Put Date (as hereinafter defined), 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.
(2) The Company's Common Stock will have traded at an average daily trading volume of 75,000 shares for the thirty trading days prior to each the Put Date with an average daily closing bid price of not less than $1.00 per share for the same period.
(3) The Company's financial condition will be at least equivalent to the Company's financial condition as reported in the Company's most recent financial statements included in the Reports and Other InformationInformation and the Company will not have experienced the occurrence of an adverse material event.
(4) None of the following events of default shall have occurred or be continuing:
(i) The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.
(ii) 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 Company's securities from the NASDAQ SmallCap Market or such other principal exchange on which such security was is listed for trading, or receipt by except for the Company of notice from NASDAQ or such other principal exchange that the Company is not in compliance with its listing requirementsBoston Exchange.
(v) A concession by the Company or of a default by the Company under any one or more obligation in an aggregate monetary amount in excess of $50,000.
(vi) An SEC stop trade order or NASDAQ trading suspension, if either applies for a period of ten days or longer.
(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 connection herewith shall be materially false or misleading.
(viii) The occurrence of a Non-Registration EventEvent as described in Section 10.2(j) of this Subscription Agreement.
(ix) Any material default by the Company of any covenant or undertaking described in this Subscription Agreement or any document delivered in connection herewith.
(x) Any material default by the Company under the Note, including the occurrence of an Acceleration Event as defined in the Note.
(5) A Closing shall have occurred on an aggregate of $2,500,000 1,500,000 on the same terms and conditions described in this Subscription Agreement.
(6) The Put Shares on the Put Date (as hereinafter defined) will be free-free- trading, unrestricted, unlegended and not subject to volume or other resale limitations.
(7) The timely obtainment prior to 90 days from of the Closing Date of an exemption from NASDAQ's Corporate Governance Rules corporate governance rules or the approval of its shareholders of the issuance of the Securities Shares upon conversion of the Notes, Put Notes, and Placement Shares exercise of the Warrants as described in Section 7.1(e9(f) hereofof this Subscription Agreement.
(d) The Subscriber is required to purchase the Put Shares Note within ten (10) business days of notice by the Company that the Company is exercising the Put ("Put Notice"). The Put may be exercised by the Company only one time. The date notice is given is the "Put Date". The Company's right to give a Put Notice expires two years from the Closing Date. The Company may not give such notice more often than once each twenty-one (21) calendar days, nor within five (5) business days before or after a Reset Date or effective date of a reverse split of the Company's Common Stock. Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in the same proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Shares in the $2,500,000 1,500,000 offering to which this Subscription Agreement relates in the same proportion to their investment in the $1,500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $3,000,000. Payment for the Put Shares Note will be made upon receipt of the Put Shares Note by the Subscriber or an by Grushko & Xxxxxxx as escrow agent to be designated by the Company and Subscriberagent.
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