Participation in Future Financing. (a) From the date hereof until the 9 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing. (d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 3 contracts
Samples: Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the twelve (12) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% fifty percent (50%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Resources Corp), Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Digital Ally Inc)
Participation in Future Financing. (a) From the date hereof until the 9 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents for cash consideration consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Rocketfuel Blockchain, Inc.), Securities Purchase Agreement (Rocketfuel Blockchain, Inc.), Securities Purchase Agreement (Rocketfuel Blockchain, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Biocept Inc)
Participation in Future Financing. (a) From the date hereof until the 9 month anniversary of the Closing DateDecember 31, 2023, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the twelve (12) month anniversary of the Closing Uplisting Date, upon any, direct or indirect, offer, sale, grant of any issuance by the Company option to purchase, or disposition of (or announcement any offer, sale, grant of any option to purchase, or disposition of) any of its Subsidiaries or its Subsidiaries’ equity, debt or equity equivalent securities, including without limitation any Indebtedness, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents for cash consideration (any such offer, sale, grant, disposition or a combination of units thereof (announcement being referred to as a “Subsequent Financing”), each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Business Day immediately prior to the Trading Business Day of the expected announcement of the Subsequent Financing (or, if the Trading Business Day of the expected announcement of the Subsequent Financing is the first Trading Business Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Business Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Business Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each the Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any The Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Business Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications notification by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses a response to a Subsequent Financing Notice from Purchasers the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means .
(f) The Company must provide the ratio Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of (x) participation set forth above in this Section 4.7, if the Subscription Amount of Securities purchased definitive agreement related to the initial Subsequent Financing Notice is not entered into for any reason on the Closing Date terms set forth in such Subsequent Financing Notice within three (3) Business Days after the date of delivery of the initial Subsequent Financing Notice.
(g) The Company and the Purchaser agree that, if the Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions whereby the Purchaser shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Purchaser. In addition, the Company and the Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Business Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Purchaser participating under Business Day, on the immediately following Business Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing.
(h) Notwithstanding anything to the contrary in this Section 4.11 4.7 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by 9:30 am (yNew York City time) on the sum second (2nd) Business Day following date of delivery of the aggregate Subscription Amounts Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of Securities purchased on such transaction has been received by the Closing Date by all Purchasers participating under Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(i) Notwithstanding the foregoing, this Section 4.114.7 shall not apply in respect of an Exempt Issuance.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the eighteen month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness other than Indebtedness that is not convertible into Common Stock or a combination of units thereof thereof, but excluding any Exempt Issuance (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7535% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.18.
Appears in 2 contracts
Samples: Securities Purchase Agreement (iSpecimen Inc.), Securities Purchase Agreement (Context Therapeutics Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 18-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Share Equivalents to any person other than the Company or any of its subsidiaries for cash consideration consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each the Purchaser shall shall, have the right to participate in up to an amount of the Subsequent Financing in an amount equal to 7550% of the aggregate amount of the Subsequent Financing (the “Participation Maximum”) ), pro rata to the Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm p.m. (New York City time) and 6:00 pm p.m. (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm p.m. (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm p.m. (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each the Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a any applicable term sheet and transaction documents relating thereto as an attachment. Purchaser shall treat the Subsequent Financing Notice as material non-public information, subject to subsection (h) below, shall hold such information in confidence and shall not trade in the Company's securities until the transaction is announced, abandoned by notice to Purchaser or deemed abandoned pursuant to subsection (h).
(c) Any If the Purchaser desiring desires to participate in such Subsequent Financing it must provide written notice to the Company by 11:00 pm 6:30 a.m. (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingParticipation Maximum, then the Company may effect the remaining portion of such Subsequent Financing the Participation Maximum on the terms and with the Persons set forth in the Subsequent Financing NoticeNotice (or as may otherwise be deemed advisable by the Company).
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a the Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers the Purchaser participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Addex Therapeutics Ltd.), Securities Purchase Agreement (Addex Therapeutics Ltd.)
Participation in Future Financing. (a) From the date hereof until the 9 month date that is the one-year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser (together with its affiliates) who purchases a minimum of $1,000,000 of Securities shall have the right to participate participate, on an aggregate basis with all such Purchasers, in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 1:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 1:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm within four (New York City time4) on hours in the Trading Day on which event of an intraday shelf takedown, twelve (12) hours in the event of an overnight shelf takedown, and seventy two (72) hours in the event of an offering of unregistered securities from the time the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Smith Micro Software Inc), Securities Purchase Agreement (Smith Micro Software Inc)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in such Subsequent Financing up to an amount of the Subsequent Financing equal to 7525% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.12.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.)
Participation in Future Financing. (a) From the date hereof until the 9 24-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock ADSs, Class A Shares or Common Stock Ordinary Share Equivalents for cash consideration consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BIT Mining LTD), Securities Purchase Agreement (BIT Mining LTD)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 24 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have have, subject to the prior participation rights of the holders of the Company’s Series D Convertible Preferred Stock under that certain Securities Purchase Agreement, dated March 31, 2019, as amended, the right to participate in up to an amount of the Subsequent Financing equal to 7533% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Provided, however, that this Section 4.12 does not apply to any securities offerings of the Company with a broker-dealer acting either as principal or agent.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.12.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the nine (9) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser with a Subscription Amount of $500,000 or more (“Eligible Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of four (4) times the Subsequent Financing Eligible Purchaser’s Subscription Amount hereunder (the “Participation MaximumRight ”) on the same terms, conditions conditions, time parameters and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Eligible Purchaser a written notice (which may be made by email delivery) of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and draft transaction documents relating thereto as an attachment.
(c) Any Eligible Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Eligible Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of such Eligible Purchaser’s participation, and representing and warranting that such Eligible Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Eligible Purchaser as of such Notice Termination Time, such Eligible Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Eligible Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Eligible Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent Financing, each such Eligible Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Eligible Purchaser participating in the Subsequent Financing under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Eligible Purchasers participating in the Subsequent Financing under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oblong, Inc.), Securities Purchase Agreement (Oblong, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the eighteen (18) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Inspyr Therapeutics, Inc.), Securities Purchase Agreement (Inspyr Therapeutics, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the earlier of (i) such time that the Preferred Stock is no longer outstanding or (ii) the 18-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock Shares or Common Stock Share Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7520% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.18.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vision Marine Technologies Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the eighteen (18) month anniversary of the Closing Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness other than Indebtedness that is not convertible into Common Stock or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% thirty-five percent (35%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.16.
Appears in 1 contract
Samples: Securities Purchase Agreement (LMP Automotive Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the nine (9) month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% of four (4) times the Subsequent Financing Purchaser’s Subscription Amount hereunder (the “Participation MaximumRight ”) on the same terms, conditions conditions, time parameters and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice (which may be made by email delivery) of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and draft transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation MaximumSubsequent Financing, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation MaximumSubsequent Financing. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating in the Subsequent Financing under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in the Subsequent Financing under this Section 4.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.17.
Appears in 1 contract
Samples: Securities Purchase Agreement (Akari Therapeutics PLC)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the eighteen-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or any offering of debt or any other type of financing, or a combination of units thereof (other than an Exempt Issuance) (a “Subsequent Financing”), each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal in an amount not to 75exceed 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each the Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any If the Purchaser desiring desires to participate in such Subsequent Financing Financing, it must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing elects to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications notification by the Purchasers Purchaser of their willingness its election to participate in the Subsequent Financing (or to cause their its designees to participate) is, in the aggregate, is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) IfThe Company must provide the Purchaser with a second Subsequent Financing Notice, by and the Purchaser will again have the right of participation set forth above in this Section 4.10, if the definitive agreement related to the initial Subsequent Financing Notice Termination Timeis not entered into for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading Days after the date of delivery of the initial Subsequent Financing Notice.
(f) The Company and the Purchaser agree that, if the Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the Purchaser from participating in a Subsequent Financing, including, but not limited to, provisions whereby the Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Purchaser. In addition, the Company receives responses to and the Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing Notice from Purchasers seeking shall include a requirement for the Company to purchase more than issue a widely disseminated press release by 9:30 am (New York City time) on the aggregate amount Trading Day of execution of the Participation Maximumtransaction documents in such Subsequent Financing (or, each if the date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Financing.
(g) Notwithstanding anything to the contrary in this Section 4.10 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall have not be deemed to be in possession of any material, non-public information with respect to the right to purchase Company or any of its Pro Rata Portion Subsidiaries.
(as defined belowh) of Notwithstanding the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under foregoing, this Section 4.11 and (y) the sum 4.10 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11an Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avenue Therapeutics, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12 month anniversary of the initial Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing, and from the date that is immediately following the 12 month anniversary of the initial Closing Date until the 18 month anniversary of the initial Closing Date equal to 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm At least five (New York City time5) and 6:00 pm (New York City time) on the Trading Day immediately Days prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement closing of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, which notice and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents or similar document relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day on which after all of the Subsequent Financing Purchasers have received the Pre-Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Timefifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financingparticipate.
(d) If, If by 5:30 p.m. (New York City time) on the Notice Termination Timefifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, If by 5:30 p.m. (New York City time) on the Notice Termination Timefifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Agriforce Growing Systems Ltd.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the twenty-four (24) month anniversary of the Closing Date, upon any, direct or indirect, offer, sale, grant of any issuance by the Company option to purchase, or disposition of (or announcement any offer, sale, grant of any option to purchase, or disposition of) any of its Subsidiaries or its Subsidiaries’ equity, debt or equity equivalent securities, including without limitation any Indebtedness, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents for cash consideration (any such offer, sale, grant, disposition or a combination of units thereof (announcement being referred to as a “Subsequent Financing”), each Purchaser with a Subscription Amount (together with the Subscription Amount of each of its Affiliates) equal to or greater than $1,000,000 (each, an “Eligible Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Eligible Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Eligible Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Eligible Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Eligible Purchaser is willing to participate in the Subsequent Financing, the amount of such Eligible Purchaser’s participation, and representing and warranting that such Eligible Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a an Eligible Purchaser as of such Notice Termination Time, such Eligible Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Eligible Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Eligible Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Eligible Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a an Eligible Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Eligible Purchasers participating under this Section 4.114.12.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7533% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Provided, however, that this Section 4.12 does not apply to any securities offerings of the Company with a broker-dealer acting either as principal or agent. Notwithstanding the foregoing, in the event that any Purchaser shall remain a shareholder of record the Company, on or after the 12-month anniversary of the Closing Date, the participation rights provided in this section shall survive for an additional 12-month period for such Purchaser(s).
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Foxo Technologies Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 month anniversary of the Closing DateMarch 9, 2025, upon any, direct or indirect, offer, sale, grant of any issuance by the Company option to purchase, or disposition of (or announcement any offer, sale, grant of any option to purchase, or disposition of) any of its Subsidiaries or its Subsidiaries’ equity, debt or equity equivalent securities, including without limitation any Indebtedness, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents for cash consideration (any such offer, sale, grant, disposition or a combination of units thereof (announcement being referred to as a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75% the Applicable Percentage of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities Instruments purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities Instruments purchased on the Closing Date by all Purchasers participating under this Section 4.114.12.
Appears in 1 contract
Samples: Purchase Agreement (SOBR Safe, Inc.)
Participation in Future Financing. (ai) From the date hereof until the 9 18-month anniversary of the Final Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Buyers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Buyer’s Preferred Shares Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(bii) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser Buyer a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(ciii) Any Purchaser Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the third Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser the Buyer (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser the Buyer is willing to participate in the Subsequent Financing, the amount of such Purchaserthe Buyer’s participation, and representing and warranting that such Purchaser the Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser Buyer as of such Notice Termination Time, such Purchaser the Buyer shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(div) If, by the Notice Termination Time, notifications by the Purchasers Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(ev) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers Buyers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser the Buyer shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Preferred Shares Subscription Amount of Securities purchased on the Closing Date by a Purchaser Buyer participating under this Section 4.11 4(l) and (y) the sum of the aggregate Preferred Shares Subscription Amounts of Securities purchased on the Closing Date by all Purchasers Buyers participating under this Section 4.114(l).
Appears in 1 contract
Samples: Securities Purchase Agreement (Enveric Biosciences, Inc.)
Participation in Future Financing. (a) From and after the Execution Date until the date hereof until that is the 9 month anniversary of 180th day immediately following the Additional Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration Equivalents, Indebtedness or a combination of units thereof for cash consideration (a “Subsequent Financing”), each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 75100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between At least three (3) Trading Days immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), on the Trading Day immediately prior to such holiday or weekend), the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall, between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the second (2nd) Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately after such Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) such holiday or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offeringweekend), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Notice to the Purchaser. The Subsequent Financing Notice”), which notice Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto and transaction documents relating thereto as an attachmentattachments.
(c) Any If the Purchaser desiring desires to participate in such Subsequent Financing Financing, the Purchaser must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a the Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications the notification by the Purchasers Purchaser of their its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, is less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses a response to a Subsequent Financing Notice from Purchasers the Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion the Participation Maximum in the Subsequent Financing.
(as defined belowf) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.12, if the definitive agreement related to the initial Subsequent Financing Notice is not entered into for any reason on the terms set forth in such Subsequent Financing Notice within two (2) Trading Days after the date of delivery of the Participation Maximum. “Pro Rata Portion” means initial Subsequent Financing Notice.
(g) The Company and the ratio Purchaser agree that, if the Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, require the Purchaser to agree to any restrictions on trading as to any of (x) the Subscription Amount of Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Purchaser. In addition, the Company and the Purchaser agree that, in connection with a Subsequent Financing, the transaction documents related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am (New York City time) on the Closing Date Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by a Purchaser participating under the transaction documents in such Subsequent Financing.
(h) Notwithstanding anything to the contrary in this Section 4.11 4.12 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by 9:30 am (yNew York City time) on the sum second (2nd) Trading Day following date of delivery of the aggregate Subscription Amounts Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of Securities purchased on such transaction has been received by the Closing Date by all Purchasers participating under Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(i) Notwithstanding the foregoing, this Section 4.114.12 shall not apply in respect of an (i) Exempt Issuance, or (ii) “at-the-market offering” under Rule 415(a)(4) under the Securities Act by the Company exclusively through a registered broker-dealer acting as agent of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.)
Participation in Future Financing. (a) From the date hereof until such date that the 9 month anniversary Company consummates an issuance (or series of the Closing Dateissuances, upon any issuance each of which shall be no less than $5 million) by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”)) with gross proceeds of at least, in the aggregate, $15 million,, each Purchaser shall have the right to participate participate, , in up to an amount of the Subsequent Financing equal to 75their pro-rata portion of 30% of the Subsequent Financing Financing, on the same terms, conditions and price provided for in the Subsequent Financing; provided, however, that the aggregate maximum participation amount for all Purchasers shall not exceed $5 million (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro .”Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 1 contract
Samples: Warrant Reduction and Release Agreement (Aditxt, Inc.)
Participation in Future Financing. (a) From the date hereof until the 9 date that is the 18 month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock Shares or Common Stock Shares Equivalents for cash consideration consideration, Indebtedness other than Indebtedness that is not convertible into Common Shares or a combination of units thereof thereof, but excluding any Exempt Issuance (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 7535% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.114.18.
Appears in 1 contract
Samples: Securities Purchase Agreement (BriaCell Therapeutics Corp.)
Participation in Future Financing. (a) From Upon the date hereof until the 9 month anniversary occurrence of the Closing Datefirst financing occurs with a person whose identity has been disclosed to the Purchaser by the Company (the “Financing Source”), which is identified on Schedule 4.12(b), upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or a combination of units thereof (a “Subsequent Financing”), each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount equal to 75% the principal face amount of the Subsequent Financing Note 2, including accrued but unpaid interest thereon, by surrendering such Note 2 (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each the Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Should the Purchaser desiring desire to participate in such Subsequent Financing it must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participationparticipation (which shall be the Participation Maximum), and representing and warranting that such the Purchaser has such funds ready, willing, is ready and available for investment willing to deliver Note 2 to the Company to satisfy its obligation to pay the Participation Maximum and will deliver Note 2 to the Company on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, Notwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by the Notice Termination TimePurchaser, notifications by the Purchasers of their willingness Company shall either confirm in writing to participate in the Purchaser that the transaction with respect to the Subsequent Financing (has been abandoned or shall publicly disclose its intention to cause their designees to participate) is, issue the securities in the aggregate, less than the total amount of the Subsequent Financing, then in either case in such a manner such that the Company may effect the remaining portion Purchaser will not be in possession of such Subsequent Financing any material, non-public information, by 9:30 am (New York City time) on the terms and with the Persons set forth in second (2nd) Trading Day following date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(e) IfNotwithstanding the foregoing, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum 4.12 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11an Exempt Issuance.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the 9 12-month anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents for cash consideration consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser the Purchasers shall have the right to participate in up to an aggregate amount of the Subsequent Financing equal to 7550% of the Subsequent Financing (the “Participation Maximum”) ), pro rata to each Purchaser’s Subscription Amount, on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing (or, if the Trading Day of the expected announcement of the Subsequent Financing is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing) or between the time period of 8:00 am (New York City time) and 12:00 pm (New York City time) on the Trading Day of the Subsequent Financing (i.e. an intra-day offering), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 11:00 pm 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such the Purchaser (or by 3:00 pm (New York City time) on the Trading Day on which the Subsequent Financing Notice is delivered to such Purchase if it is an intra-day offering (as applicable, the “Notice Termination Time”) that such the Purchaser is willing to participate in the Subsequent Financing, the amount of such the Purchaser’s participation, and representing and warranting that such the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such Notice Termination Time, such the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such the Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.11.
Appears in 1 contract
