Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Computing Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 20% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Participation in Future Financing. (a) From As long as the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingPurchaser holds Warrants, upon any issuance by the Company or any of its Subsidiaries of Common Ordinary Stock or Common Ordinary Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “"Subsequent Financing”"), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) $5,000,000 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), the Company shall deliver to each Purchaser a written notice of the Company’s '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 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 (the “"Notice Termination Time”") that such Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Purchaser’s '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 election 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 4.19 to 4.10 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.10.
Appears in 1 contract
Samples: Securities Purchase Agreement (Integrated Media Technology LTD)
Participation in Future Financing. (a) From the date hereof until 12 months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that ") unless (i) the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 3 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the third (3rd) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment under this Section 4.19date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingResale Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agenteach Purchaser, each Purchaser shall along with its Affiliates, having a Subscription Amount(s) at least equal to $115,000 (“Participating Purchaser”) have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), the Company shall deliver to each Participating 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 Participating Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Participating Purchaser (the “Notice Termination Time”) that such Participating Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Participating Purchaser’s participation, and representing and warranting that such Participating 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 Participating Purchaser as of such Notice Termination Time, such Participating 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 Participating Purchasers of their election 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 Participating Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Participating 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 Participating Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Participating Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lexaria Bioscience Corp.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four six (246) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon Upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing New Securities (other than an Exempt Issuancethe Excluded Securities) for cash consideration, Indebtedness or a combination thereof (a “Subsequent Financing”Future Equity Issuance” ), provided that such Subsequent Financing does not involve an underwriter or placement agent, each the Purchaser shall have the right to participate in the Subsequent Financing in Future Equity Issuance up to an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) its Common Stock Proportional Ownership of the Subsequent Financing (the “Participation Maximum”) New Securities on the same terms, conditions and price provided for in the Subsequent FinancingFuture Equity Issuance. This right of participation in any Future Equity Issuance shall be in addition to the Purchaser’s right to purchase additional shares of Common Stock under the Warrant.
(b) Between the time period of 4:00 pm No less than fifteen (New York City time15) and 6:00 pm (New York City time) on the Trading Day immediately Business Days prior to the Trading Day expected consummation 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)Future Equity Issuance, the Company shall deliver to each the Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing Future Equity Issuance (a “Subsequent Financing Pre-Equity Issuance Notice”), which notice Pre-Equity Issuance Notice shall ask the Purchaser if it wants to review the details of such equity issuance (such additional notice, a “Future Equity Issuance Notice”). Upon the Purchaser’s request, and only upon a request by the Purchaser, for a Future Equity Issuance Notice, the Company shall within two days after such request, deliver to the Purchaser a Future Equity Issuance Notice. The Future Equity Issuance Notice shall describe in reasonable detail the proposed terms of such Subsequent Financingthe Future Equity Issuance, the amount of proceeds intended to be raised thereunder thereunder, the intended use of proceeds and the Person or Persons through or with whom such Subsequent Financing Future Equity Issuance is proposed to be effected and shall include as an attachment a term sheet and transaction documents or similar document relating thereto as an attachmentsetting forth all of the material terms of the Future Equity Issuance.
(c) Any If the Purchaser desiring desires to participate in such Subsequent Financing a Future Equity Issuance it must provide written notice to the Company by 6:30 am not later than 5:00 p.m. (New York City time) on the Trading 10th Business Day following after it has received the date on which the Subsequent Financing Future Equity Issuance Notice is delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser elects is willing to participate in the Subsequent FinancingFuture Equity Issuance, and stating the amount of such the Purchaser’s participation, and representing and warranting that such .
(d) If the Company does not receive from the Purchaser has such funds ready, willing, and available a request for investment on a Future Equity Issuance Notice as of the terms deadline set forth in Section 4.14(b) above or if a request is made for the Subsequent Financing Notice. If Future Equity Issuance Notice and the Company receives no such notice from a Purchaser does not receive an election to participate in the Future Equity Issuance as of such Notice Termination Timethe deadline set forth in Section 4.14(c) above, such then the Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financingthe Future Equity Issuance pursuant to this Section 4.14.
(de) IfIf by 5:00 p.m. (New York City time) on the 10th Business Day after the Purchaser has received a Future Equity Issuance Notice, it does not receive a notification by the Notice Termination Time, notifications by the Purchasers Purchaser of their election its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, Future Equity Issuance in an amount that is for the aggregate, less than the total Purchaser’s full Common Stock Proportional Ownership amount of the Subsequent FinancingNew Securities being issued in the Future Equity Issuance, then the Company may effect the remaining that portion of such Subsequent Financing Future Equity Issuance that could have been purchased by the Purchaser (together with the remaining balance of the Future Equity Issuance) on the terms and with the those Persons set forth in the Subsequent Financing Future Equity Issuance Notice.
(ef) IfThe Company and the Purchaser agree that if the Purchaser elects to participate in a Future Equity Issuance, the transaction documents related to the Future Equity Issuance shall not include any term or provision whereby the Purchaser shall be required to agree to any restrictions on trading as to any of the securities purchased pursuant to this Section 4.14 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 or any of the other Golisano Investment Documents, without the prior written consent of the Purchaser.
(g) Notwithstanding anything to the contrary in this Section 4.14 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 Future Equity Issuance has been abandoned or shall publicly disclose its intention to issue the securities in the Future Equity Issuance, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the Notice Termination Timetwentieth (20th) Business Day following delivery of the Future Equity Issuance Notice. If by such twentieth (20th) Business Day, no public disclosure regarding a transaction with respect to the Future Equity Issuance has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, then 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 receives responses or any of its Subsidiaries that relates 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 4.19 to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Future Equity Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, 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, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchaser shall, each Purchaser shall in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of clarity, subject to the terms of this Section 4.12, Purchaser may elect to participate up to the Participation Maximum, but the aggregate participation right hereunder shall not exceed the Participation Maximum.
(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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing (a “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 of such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than two (2) hours 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 relating thereto as an attachment.
(c) Any In the event the Purchaser desiring desires to participate in such Subsequent Financing Financing, Purchaser must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Pre-Notice is delivered to such the Purchaser (the “Notice Termination Time”) that such Purchaser elects 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 election 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.[RESERVED]
(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 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 at the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the sum of the aggregate Subscription Amounts of Securities purchased on at the Closing Date by all Purchasers participating in an investment under this Section 4.19Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Comstock Mining Inc.)
Participation in Future Financing. (a) From After the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingClosing, upon any the first subsequent issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 not later than 6:30 am a.m. (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser elects 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 Financing.
(d) If, participate. If by the Notice Termination Time, notifications by the Purchasers of their election 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 4.19 to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing; provided however that if one or more Purchasers are Affiliates, such Purchasers in the aggregate shall have the right to participate in the Subsequent Financing up to the Participation Maximum.
(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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Dna Sciences Inc)
Participation in Future Financing. (a) From the date hereof until 12 months after the later Effective Date, the Company shall not effect a financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing") unless (i) the date that is Company delivers to each of such Purchasers a written notice at least 5 Trading Days prior to the twenty-four (24) month anniversary closing of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCapital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued Subsequent Equity Sales. From the date hereof until the Effective Date (the "Restricted Period"), neither the Company nor any Subsidiary shall issue additional shares of Common Stock or Common Stock Equivalents for an effective per share purchase price of Common Stock of less than 125% of the Per Share Purchase Price, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement (such issuances, "Dilutive Issuances"). For purposes of this Section 4.12, variable or future priced issuances, or issuances which include any future resets or adjustments (or are subsequently reset or adjusted) to the per share purchase price of Common Stock shall automatically be deemed Dilutive Issuances and prohibited hereunder during the Restricted Period. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment under this Section 4.19.date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital. MISCELLANEOUS
Appears in 1 contract
Samples: Securities Purchase Agreement (Lifestream Technologies Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 24 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing, excluding however, in all cases, ATM Issuances, loans or advances made to the Company by insiders, institutional debt from banks or finance companies in the form of asset-based or cash flow loans (on a revolving or term basis), factoring lines, financing (other than an Exempt Issuance) leases and the like (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such all Purchasers, twenty-five percent (25%) 30% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blonder Tongue Laboratories Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty12-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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 12:00 pm (New York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Financing), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bio-Path Holdings Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of months after the Closing Date or (ii) the date no more Series A Shares are outstandingIssue 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 of 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 Common Stock Shares or Common Stock Equivalents Shares (any such offer, sale, grant, disposition or any offering of debt or any other type of financing (other than an Exempt Issuance) (announcement being referred to as a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Qualified Purchasers (as defined below) shall have the right to participate participate, pro rata, in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twentythirty-five percent (2535%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of this Section 5, a Qualified Purchaser is any investor that, taken together with all Affiliates of such investor, has purchased a minimum of $500,000 of Common Shares and/or pre-funded warrants in the offering consummated in connection with the Placement Agent Agreement.
(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), the Company shall deliver to each Qualified 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 Qualified Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Qualified Purchaser (the “Notice Termination Time”) that such Qualified Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Qualified Purchaser’s participation, and representing and warranting that such Qualified 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 Qualified Purchaser as of such Notice Termination Time, such Qualified 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 Qualified Purchasers of their election 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 Qualified Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Qualified 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 Common Shares purchased on the Closing Date by a Qualified Purchaser participating under this Section 4.19 to 8 and (y) the sum of the aggregate Subscription Amounts of Securities Common Shares purchased on the Closing Date by all Qualified Purchasers participating in an investment under this Section 4.195.
Appears in 1 contract
Samples: Common Share Purchase Warrant (Clearmind Medicine Inc.)
Participation in Future Financing. (a) From the date hereof until 12 months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that ") unless (i) the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 5 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their 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 4.19 Common Stock or Common Stock Equivalents to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19.be
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four one (241) month year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingMaturity Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 50.0% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of twelve (i) the date that is the twenty-four (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandinghereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or any offering a combination of debt or any other type of financing (other than an Exempt Issuanceunits thereof) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Holder shall have the right to participate in the Subsequent Financing in up to an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) % of the Subsequent Financing Financing, reflecting the aggregate percentage of the Holder and all Other Holders under Other Warrant Exercise Agreements (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), the Company shall deliver to each Purchaser the Holder 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. The Holder shall keep confidential of the information set forth in the Subsequent Financing Notice and will not be disclosed to anyone other than its officers, directors and employees. Any confidentiality obligations shall automatically terminate when the information in the Subsequent Financing Notice becomes publicly disclosed or on the 10th day after receipt of the Subsequent Financing Notice.
(c) Any Purchaser Holder desiring to participate in such Subsequent Financing must provide written notice to the Company by 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 Holder (the “Notice Termination Time”) that such Purchaser elects Holder is willing to participate in the Subsequent Financing, the amount of such PurchaserHolder’s participation, and representing and warranting that such Purchaser Holder 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 Holder as of such Notice Termination Time, such Purchaser Holder 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 Holder and all Other Holders of their election willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount Participation Maximum 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 the Holder and all Other Holders seeking to purchase more than the aggregate amount of the Participation Maximum, the Holder and each such Purchaser Other Holder shall have the right to purchase its Pro Rata Portion (as defined belowset forth on the signature page hereto) of the Participation Maximum. .
(f) The Company must provide the Holder with a second Subsequent Financing Notice, and the Holder will again have the right of participation set forth above in this Section 2.2, 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 initial Subsequent Financing Notice.
(g) The Company and each Holder agree that if any Holder elects to participate in a Subsequent Financing, neither the subsequent placement with respect to such Subsequent Financing nor any other transaction documents related thereto (collectively, the “Pro Rata Portion” means Subsequent Placement Documents”) shall include any term or provision whereby such Holder shall be required to agree to any restrictions on trading as to any securities of the ratio of Company (other than as required by law).
(h) Notwithstanding the foregoing, this Section 4.11 shall not apply to (x) the Subscription Amount sales of the Company’s common stock by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(4) of the Securities purchased Act, including without limitation sales made directly on the Closing Date by Nasdaq Capital Market, on any other existing trading market for the Common Stock or to or through a Purchaser participating under this Section 4.19 to market maker; and (y) any private or registered offering to any “non-U.S. Person” as defined in the sum Regulation S of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Act.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of months after the Closing Date or (ii) the date no more Series A Shares are outstandingIssue 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 of 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 Common Stock Shares or Common Stock Equivalents Shares (any such offer, sale, grant, disposition or any offering of debt or any other type of financing (other than an Exempt Issuance) (announcement being referred to as a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Qualified Purchasers (as defined below) shall have the right to participate participate, pro rata, in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twentythirty-five percent (2535%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of this Section 5, a Qualified Purchaser is any investor that, taken together with all Affiliates of such investor, has purchased a minimum of $500,000 of Common Shares and/or pre-funded warrants (inclusive of the exercise price for the prefunded warrants) in the offering consummated in connection with the Placement Agent Agreement.
(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), the Company shall deliver to each Qualified 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 Qualified Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Qualified Purchaser (the “Notice Termination Time”) that such Qualified Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Qualified Purchaser’s participation, and representing and warranting that such Qualified 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 Qualified Purchaser as of such Notice Termination Time, such Qualified 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 Qualified Purchasers of their election 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 Qualified Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Qualified 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 Common Shares purchased on the Closing Date by a Qualified Purchaser participating under this Section 4.19 to 8 and (y) the sum of the aggregate Subscription Amounts of Securities Common Shares purchased on the Closing Date by all Qualified Purchasers participating in an investment under this Section 4.195.
Appears in 1 contract
Samples: Common Share Purchase Warrant (Clearmind Medicine Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.16.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cosmos Holdings Inc.)
Participation in Future Financing. (a) From the date hereof until 360 days after the later Effective Date, the Company shall not effect a financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing") unless (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), the Company shall deliver delivers to each Purchaser a written notice at least 5 Trading Days prior to the closing of such Subsequent Financing (the Company’s "Subsequent Financing Notice") of its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.14, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCapital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the Subscription Amount principal amount of Securities Debentures purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the sum of the aggregate Subscription Amounts principal amount of Securities purchased Debentures issued hereunder. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Capital Shares Equivalents issued and outstanding on the Closing Date by all Purchasers participating date hereof, provided such securities have not been amended since the date hereof, or (d) the issuance of Capital Shares or Capital Shares Equivalents in an investment under this Section 4.19connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital or subsequent exercise of any such Capital Shares Equivalents.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month five year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company Fr8 App or any of its Subsidiaries Hxxxxx of Common Stock or Stock, Common Stock Equivalents, Ordinary Shares and/or Ordinary Shares Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (including its Affiliates) with a Stated Value of Preferred Stock equal to at least $4 million (each such Purchaser, a “ROP Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), the Company Fr8 App or Hxxxxx shall deliver to each ROP Purchaser a written notice of the CompanyFr8 App’s or Hxxxxx’x 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 ROP Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company Fr8 App or Hxxxxx, as applicable, by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such ROP Purchaser (the “Notice Termination Time”) that such ROP Purchaser elects is willing to participate in the Subsequent Financing, the amount of such ROP Purchaser’s participation, and representing and warranting that such ROP Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company Fr8 App or Hxxxxx receives no such notice from a ROP Purchaser as of such Notice Termination Time, such ROP Purchaser shall be deemed to have notified the Company Fr8 App or Hxxxxx that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the ROP Purchasers of their election 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 Fr8 App or Hxxxxx 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 Fr8 App or Hxxxxx, as applicable, receives responses to a Subsequent Financing Notice from ROP Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such ROP 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 Stated Value of Preferred Stock of Securities purchased on the Closing Date by a an ROP Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts Stated Value of Securities Preferred Stock purchased on the Closing Date by all ROP Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hudson Capital Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.16.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 40% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.18.
Appears in 1 contract
Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering of debt or any other type of financing (other than an Exempt Issuance) a combination thereof (a “"Subsequent Financing”"), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 20% 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), the Company shall deliver to each Purchaser a written notice of the Company’s '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 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 (the “"Notice Termination Time”") that such Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Purchaser’s '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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Seelos Therapeutics, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twentyone-four (24) month year anniversary of the Closing Effective Date or (iiprovided, that with respect to clause (a) of such definition, only if the date no more Series A Registration Statement registers for resale all Shares are outstandingand Warrant Shares), upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month one year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for cash consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the such Subsequent Financing in an amount not equal to exceedup to 35% of the Subsequent Financing, in provided that the aggregate among participation right of all Purchasers shall not exceed 35% of such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Participation Maximum 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date Warrants are no more Series A Shares are longer outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 (which email will suffice) to the Company by 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 (the “Notice Termination Time”) that such Purchaser elects 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 election willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than 50% of 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Transcode Therapeutics, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, 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 offering of debt its subsidiaries for cash consideration, indebtedness or any other type a combination of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchasers shall, each Purchaser shall in the aggregate, have the right to participate in the Subsequent Financing in an amount not equal to exceed, in 50% of the aggregate among such Purchasers, twenty-five percent (25%) amount 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 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), 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 any applicable term sheet and transaction documents relating thereto as an attachment. Purchasers 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 Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am 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 (the “Notice Termination Time”) that such the Purchaser elects 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 election 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 seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser the Purchasers 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Addex Therapeutics Ltd.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingShareholder Approval Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing units thereof (other than an Exempt Issuance) (each, a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty24-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandinghereof, upon any issuance by the Company or any of its Subsidiaries of Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fangdd Network Group Ltd.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month five year anniversary of the First Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company of Ordinary Shares and/or Ordinary Shares Equivalents for cash consideration, Indebtedness or any a combination of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (including its Affiliates) with a Stated Value of Preferred Stock equal to at least $1 million (each such Purchaser, a “ROP Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), the Company shall deliver to each ROP 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 ROP Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such ROP Purchaser (the “Notice Termination Time”) that such ROP Purchaser elects is willing to participate in the Subsequent Financing, the amount of such ROP Purchaser’s participation, and representing and warranting that such ROP 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 ROP Purchaser as of such Notice Termination Time, such ROP 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 ROP Purchasers of their election 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 ROP Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such ROP 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 Stated Value of Preferred Stock of Securities purchased on the Closing Date by a an ROP Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts Stated Value of Securities Preferred Stock purchased on the Closing Date by all ROP Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Freight Technologies, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (244) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in in, the aggregate amount of which shall be up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.10 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.10.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four one (241) month year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for cash consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal to 25% of the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Participation Maximum, then the Company will deliver written notice to each of the Purchasers that elected to participate in such Subsequent Financing of the remaining portion of the Participation Maximum for which Purchasers did not elect to participate, and such Purchasers may elect to purchase up to their pro rata percentage of such remaining portion by delivering written notice thereof to the Company by 8:30 am (New York City time) on the Trading Day of the expected announcement of the Subsequent Financing. Thereafter, if notification by the Purchasers of their willingness to purchase its pro rata percentage of the remaining portion of the Participation Maximum is not received in accordance with the foregoing sentence, 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Communications Systems Inc)
Participation in Future Financing. (a) From the date hereof until the later earlier of (i) the date that is the twenty-four (24) 24 month anniversary of the Closing Date or (ii) the date that the respective Purchaser no more Series A Shares are outstandinglonger beneficially owns its Debenture and Warrants, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall shall, in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 33% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Each individual Purchaser shall have the right to participate in an amount equal to the pro-rata percentage of such Purchaser’s then outstanding principal amount of its Debenture as compared to all other Purchasers.
(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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Taronis Fuels, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month one year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandinghereof, 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, indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.17.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virax Biolabs Group LTD)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty6-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by repricing of outstanding warrants of the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent FinancingWarrant Repricing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in the Subsequent Financing in an amount not Warrant Repricing for their pro rata ownership of any outstanding warrants to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) purchase shares of Common Stock of the Subsequent Financing Company (the “Participation Maximum”) ), on the same terms, conditions and price provided for in the Subsequent FinancingWarrant Repricing.
(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 Warrant Repricing (or, if the Trading Day of the expected announcement of the Subsequent Financing Warrant Repricing 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 FinancingWarrant Repricing), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing Warrant Repricing (a “Subsequent Financing Warrant Repricing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent FinancingWarrant Repricing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing Warrant Repricing 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 Warrant Repricing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice Warrant Repricing is delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser elects is willing to participate in the Subsequent FinancingWarrant Repricing, 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 Warrant Repricing 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 FinancingWarrant Repricing.
(d) If, by the Notice Termination Time, notifications by the Purchasers of their election willingness to participate in the Subsequent Financing Warrant Repricing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent FinancingWarrant Repricing, then the Company may effect the remaining portion of such Subsequent Financing Warrant Repricing on the terms and with the Persons set forth in the Subsequent Financing Warrant Repricing Notice.
(e) If, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Warrant Repricing 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 Warrant Repricing Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.16.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 40% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 4.12 to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Crown Electrokinetics Corp.)
Participation in Future Financing. (a) From If the SEC declares the Registration Statement for the Put Shares effective, during the 12 month period immediately following the date hereof until the later of (i) SEC declares the date that is Registration Statement for the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Put Shares are outstandingeffective, upon any issuance by the Company or any of its Subsidiaries of Common Stock Units or Common Stock Units Equivalents for cash consideration, indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Investor shall have the right to participate in up to an amount of the Subsequent Financing in (that is not an amount not Exempt Issuance), equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in such Subsequent Financing; provided, however, where (i) the Person or Persons through or with whom such Subsequent Financing is proposed to be effected will not agree to such participation by the Investor and (ii) the Investor will not agree to finance the total amount of such Subsequent Financing in lieu of the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, the Investor shall have no right to participate in such 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), the Company shall deliver to each Purchaser the Investor 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 The Investor desiring to participate in such Subsequent Financing must provide written notice to the Company by 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 the Investor (the “Notice Termination Time”) that such Purchaser elects the Investor is willing to participate in the Subsequent Financing, the amount of such Purchaserthe Investor’s participation, and representing and warranting that such Purchaser the Investor has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice, holds a number of shares of Common Units acquired pursuant to this Agreement equal to or greater than the number proposed to be purchased in the Subsequent Financing, and will not as a result of such purchase beneficially own more than 9.99% of shares of Common Units, either individually or as part of a “group” as defined in Section 13(d) of the Exchange Act. If the Company receives no such notice from a Purchaser the Investor as of such Notice Termination Time, such Purchaser the Investor 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 Investor of their election 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 affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. Notwithstanding the foregoing, if (i) the Person or Persons through or with whom such Subsequent Financing is proposed to be effected will not agree to such participation by the Investor and (ii) the Investor will not agree to finance the total amount of such Subsequent Financing in lieu of the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, the Investor shall have no right to participate in such Subsequent Financing.
(e) IfThe Company must provide the Investor with a second Subsequent Financing Notice, and the Investor will again have the right of participation set forth above in this Section 10.17, 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 initial Subsequent Financing Notice.
(f) The Company and the Investor 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 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 the Notice Termination Timetransaction documents in such Subsequent Financing.
(g) Notwithstanding anything to the contrary in this Section 10.17 and unless otherwise agreed to by the Investor, the Company receives responses shall either confirm in writing to a the Investor that the transaction with respect to the Subsequent Financing Notice from Purchasers seeking has been abandoned or shall publicly disclose its intention to purchase more than issue the aggregate amount securities in the Subsequent Financing, in either case in such a manner such that the Investor 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 Participation MaximumSubsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, each no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such Purchaser transaction has been received by the Investor, such transaction shall be deemed to have been abandoned and the right Investor shall not be deemed to purchase be in possession of any material, non-public information with respect to the 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 4.19 to (y) the sum 10.17 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty24-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
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Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19.
Appears in 1 contract
Samples: Securities Purchase Agreement (AppTech Payments Corp.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty12-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
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Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four six (246) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five fifty percent (2550%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Shares purchased on the Closing Date by a Purchaser participating under this Section 4.19 to 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities Shares purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.9.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty24-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing financing, or a combination thereof (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each the Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) exceed 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), 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 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 (the “Notice Termination Time”) that such the Purchaser 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 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 4.12, 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 4.12 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 (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 4.19 to (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 in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four nine (249) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 40% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cesca Therapeutics Inc.)
Participation in Future Financing. (a) From the date hereof until 12 months after the later Effective Date, the Company shall not effect a financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing") unless (i) the date that is Company delivers to each of such Purchasers a written notice at least 10 Trading Days prior to the twenty-four (24) month anniversary closing of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the tenth (10th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCapital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the Subscription Amount principal amount of Securities Debentures purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the sum of the aggregate Subscription Amounts principal amount of Securities purchased Debentures issued hereunder. If any Purchaser no longer holds any Debentures, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.13 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or the issuance of Common Stock to employees of the Company in lieu of cash compensation which issuance has been voted and agreed to by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options, or warrants issued and outstanding on the Closing Date Date, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital or (e) any registered public offering of Capital Shares or Capital Share Equivalents, other than any public offering of securities off of a shelf registration statement pursuant to Rule 415 under the Securities Act (or the proposed equity line of credit currently being arranged by all Purchasers participating in an investment under this Section 4.19HPC Capital Management on behalf of the Company).
Appears in 1 contract
Samples: Securities Purchase Agreement (Smartire Systems Inc)
Participation in Future Financing. (a) From Until the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any next issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) their Pro Rata Portion 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.17.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the First Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchasers shall, each Purchaser shall in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of clarity, subject to the terms of this Section 4.12, each Purchaser may elect to participate up to the Participation Maximum, but the aggregate participation right hereunder shall not exceed the Participation Maximum.
(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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing (a “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 of such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than two (2) hours 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 relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Pre-Notice is delivered to such Purchaser all of the Purchasers (the “Notice Termination Time”) that such Purchaser elects 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 election 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.[RESERVED]
(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 at the Closing Date Closings by a Purchaser participating under this Section 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on at the Closing Date Closings by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovation Pharmaceuticals Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four thirtieth (2430th) month anniversary of days after the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 100% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 226972020 v12 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 Company must provide the Purchasers of their election to participate in the with a second Subsequent Financing (or Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.09, if the definitive agreement related to cause their designees to participate) is, the initial Subsequent Financing Notice is not entered into for any reason on the terms set forth 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 Notice within two (2) Trading Days after the terms and with date of delivery of the Persons set forth in the initial Subsequent Financing Notice.
(e) IfThe Company and each Purchaser agree that, by if any Purchaser elects to participate in the Notice Termination TimeSubsequent 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 one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such 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 such Purchaser. In addition, the Company receives responses to and each 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.
(f) Notwithstanding anything to the contrary in this Section 4.11 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such 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 such 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 such Purchaser, such transaction shall be deemed to have been abandoned and such 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 belowg) 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 4.19 to (y) the sum 4.9 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (ARCA Biopharma, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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) (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 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 (the “Notice Termination Time”) that such Purchaser elects 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, holds a number of shares of Common Stock acquired pursuant to this Agreement equal to or greater than the number proposed to be purchased in the Subsequent Financing, and will not as a result of such purchase beneficially own more than 9.99% of shares of Common Stock, either individually or as part of a Group as defined in Section 13(d) of the Exchange Act. 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty24-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingAuthorized Share Increase Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such the Purchaser elects 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 notification by the Purchasers Purchaser of their election 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[reserved]
(f) The 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 4.12, 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.
(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 the 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 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.
(h) Notwithstanding anything to the contrary in this Section 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 (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 belowi) 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 4.19 to (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 in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Participation in Future Financing. (a) From Subject to the right of participation pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of August 9, 2021, between the Company and the purchasers signatory thereto, from the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 20% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Creative Medical Technology Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Second Closing Date or (ii) the date no more Series A Shares are outstandingDate, 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, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) % of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for to other Persons 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.18.
Appears in 1 contract
Samples: Securities Purchase Agreement (Midatech Pharma PLC)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18th month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.16.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenlane Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent FinancingFinancing unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter of such underwritten public offering.
(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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of one (i1) the date that is the twenty-four (24) month year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 35.0% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Shares purchased on the Closing Date by a Purchaser participating under this Section 4.19 to 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities Shares purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.9.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) eighteen month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing financing, or a combination thereof (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each the Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) exceed 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), 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 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 (the “Notice Termination Time”) that such the Purchaser 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 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 4.19 to (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 in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Pipe Securities Purchase Agreement (Avenue Therapeutics, Inc.)
Participation in Future Financing. (a) From the date hereof until 12 months after the later Effective Date, the Company shall not effect a financing of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing") unless (i) the date that is Company delivers to each of such Purchasers a written notice at least 10 Trading Days prior to the twenty-four (24) month anniversary closing of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the tenth (10th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCapital Shares or Capital Shares Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the Subscription Amount principal amount of Securities Debentures purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the sum of the aggregate Subscription Amounts principal amount of Securities purchased Debentures issued hereunder. Notwithstanding anything to the contrary herein, this Section 4.13 shall not apply to the following (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or the issuance of Common Stock to employees of the Company in lieu of cash compensation which issuance has been voted and agreed to by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of the Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options, or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment Date, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital or (e) other than any public offering of securities off of a shelf registration statement pursuant to Rule 415 under this Section 4.19the Securities Act, any registered public offering of Capital Shares or Capital Share Equivalents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smartire Systems Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) eighteen month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (for cash consideration, Indebtedness other than an Exempt Issuance) Indebtedness that is not convertible into Common Stock or a combination of units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.16 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.16.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (for cash consideration, Indebtedness other than an Exempt Issuance) debt issued by a commercial bank or a combination of units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 nature of Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet and proposed 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 6:30 4:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser elects 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 election willingness to participate in the Subsequent Financing (or to cause their Affiliate 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 class of 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Arcadia Biosciences, Inc.)
Participation in Future Financing. (a) From the date hereof until 12 ------------------------------------ months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that ") unless (i) -------------------- the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 5 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (25%) of the Subsequent Financing (the “Participation Maximum”"Subsequent ---------- Financing Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which ----------------- Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of ---------------- (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of Securities purchased the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose or (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment under date of this Section 4.19Agreement, provided that such securities have not been amended since the date of this Agreement.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later earlier of (i) the date that is the twenty-four twelve (2412) month anniversary of months after the Closing Date or (ii) the date that the respective Purchaser no more Series A Shares are outstandinglonger beneficially owns its Note, upon any issuance by the Company or any of its Subsidiaries of Common Stock Shares or Common Stock Share Equivalents for consideration, excluding any issuance of Common Shares or Common Share Equivalents pursuant to the terms of any offering existing outstanding securities of debt or any other type of financing (other than an Exempt Issuance) the Company (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchasers shall, each Purchaser shall in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. With respect to the Participation Maximum, each individual Purchaser shall have the right to participate in an amount equal to the pro-rata percentage of such Purchaser’s then outstanding principal amount of its Note as compared to the then outstanding principal amount of the Notes of all other Purchasers.
(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), 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 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 Purchaser (the “Notice Termination Time”) that such Purchaser elects 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 election 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 impact 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 Purchasers with a second Subsequent Financing Notice, by and the Notice Termination TimePurchasers will again have the right of participation set forth above in this Section 4.9, if the Company receives responses definitive agreement related to a the initial Subsequent Financing Notice from Purchasers seeking to purchase more than is not entered into for any reason on the aggregate amount terms set forth in such Subsequent Financing Notice within five (5) Business Days after the date of delivery of the Participation Maximuminitial Subsequent Financing Notice.
(f) The Company and each Purchaser agree that, each if any 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 one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser shall have the right be required to purchase its Pro Rata Portion (agree to any restrictions on trading as defined below) to any of the Participation Maximum. “Pro Rata Portion” means the ratio 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 such Purchaser.
(g) Notwithstanding anything to the contrary in this Section 4.9 and unless otherwise agreed to by such Purchaser, if the Common Shares are then quoted or listed on a Trading Market, then the Company shall either confirm in writing to such 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 such Purchaser will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the Closing Date fifth (5th) Trading Day following the date of delivery of the Subsequent Financing Notice. If by 9:30 am (New York City time) on such fifth (5th) 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 such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser participating under shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(h) Notwithstanding the foregoing, this Section 4.19 to (y) the sum 4.9 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance or a Public Company Event.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty6-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pineapple Energy Inc.)
Participation in Future Financing. (a) From the date hereof until 12 months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that ") unless (i) the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 5 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of Securities purchased the issuance of (a) shares of Common Stock or options to employees, key consultants, advisors, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the conversion of, or in connection with the payment of interest on or redemption of, the Company's 7.5% Convertible Debentures outstanding on the Closing Date date of this Agreement; (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Agreement and warrants issued to Xxxx Capital Partners, Century Capital and Sands Brothers International Ltd. in connection with the transactions contemplated by all Purchasers participating this Agreement, in an investment under each case provided that such securities have not been amended since the date of this Section 4.19Agreement, (d) securities in connection with acquisitions or strategic investments (including, without limitation, any licensing or distribution arrangements), the primary purpose of which is not to raise capital, (e) securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance of such securities.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cannabics Pharmaceuticals Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Closing Date or and (ii) the date no more Series A Shares amounts are outstandingpayable under the Debenture (or each Debenture), upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) with gross proceeds of less than $15,000,000, for consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 4.12 to (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall shall, in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 33% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Each individual Purchaser shall have the right to participate in an amount equal to the pro-rata percentage of such Purchaser’s then outstanding principal amount of its Debenture as compared to all other Purchasers.
(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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingFebruary 25, 2025, upon any issuance by the Company or any of its Subsidiaries of Indebtedness, Common Stock or Common Stock Equivalents for cash consideration or any offering of debt or any other type of financing (other than an Exempt Issuance) a combination thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (when aggregated with its Affiliates) (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) % of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For the avoidance of doubt, the right to participate in a Subsequent Financing contemplated by this Section 4.16 may be exercised by Purchaser or one or more of its Affiliates.
(b) Between At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Participation Right Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Participation Right Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Participation Right Purchaser, and only upon a request by such Participation Right 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 Participation Right Purchaser. Notwithstanding anything herein to the contrary, in the event that the Subsequent Financing is an “overnight” registered offering (“RDO”), there shall be no Pre-Notice required to be delivered to the Participation Right Purchaser; provided that the Subsequent Financing is delivered 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), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a . The Subsequent Financing (a “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 and transaction documents or similar document relating thereto as an attachment.
(c) Any Participation Right Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Participation Right Purchaser has received the Pre-Notice that such Participation Right Purchaser is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such tenth (10th) Trading Day, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event of an RDO, any Participation Right Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Participation Right Purchaser (the “Notice Termination Time”) that such Participation Right Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such Notice Termination Time, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) IfIf by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, notifications by the Participation Right 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. Notwithstanding anything hereinto to the contrary, in the event of an RDO, if, by the Notice Termination Time, notifications by the Participation Right Purchasers of their election 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) IfIf by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the Participation Right Purchasers shall, in their discretion, determine their pro rata participation in such Subsequent Financing in an amount up to the Participation Maximum. Notwithstanding anything herein to the contrary, in the event of an RDO, if, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each the Participation Right Purchasers shall, in their discretion, determine their pro rata participation in such Purchaser shall Subsequent Financing in an amount up to the Participation Maximum.
(f) The Company must provide the Participation Right Purchasers with Subsequent Financing Notices, and the Participation Right Purchasers will again have the right of participation set forth above in this Section 4.16, if such Subsequent Financings subject to purchase its Pro Rata Portion any prior Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (as defined below30) Trading Days after the date of any prior Subsequent Financing Notice; provided in the event of an RDO such period shall be two (2) Trading Days.
(g) The Company and each Participation Right Purchaser agree that if any Participation Right 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 one or more of the Participation Maximum. “Pro Rata Portion” means Right Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Participation Right Purchaser shall be required to agree to any restrictions on trading as to any of the ratio 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 such Participation Right Purchaser.
(h) Notwithstanding anything to the contrary in this Section 4.16 and unless otherwise agreed to by such Participation Right Purchaser, the Company shall either confirm in writing to such Participation Right 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 such Participation Right Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business 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 such Participation Right Purchaser, such transaction shall be deemed to have been abandoned and such Participation Right 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; provided, however, in the case of an RDO the Company shall be required to comply with the aforementioned obligations on or before 9:30 am (New York City time) on the Closing Date 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 such Participation Right Purchaser, such transaction shall be deemed to have been abandoned and such Participation Right Purchaser participating under 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 4.19 to (y) the sum 4.16 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Charge Enterprises, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance issuance, other than an Exempt Issuance, by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ecoark Holdings, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 33% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until 12 months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that ") unless (i) the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 3 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (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 (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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the third (3rd) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment under this Section 4.19date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, (e) the reasonable and customary issuance of Common Stock or Common Stock Equivalents to service providers of the Company, the primary purpose of which is not to raise capital.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eresource Capital Group Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser whose Subscription Amount as indicated on Exhibit A attached hereto is at least Two Hundred Fifty Thousand Dollars ($250,000.00) (an “Eligible Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five Eligible Purchaser’s Pro Rata Portion of thirty percent (2530%) 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), 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 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 (the “Notice Termination Time”) that such Eligible Purchaser elects 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 election 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) IfThe Company must provide the Eligible Purchasers with a second Subsequent Financing Notice, and the Eligible Purchasers will again have the right of participation set forth above in this Section 6.6, 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 three (3) Trading Days after the date of delivery of the initial Subsequent Financing Notice.
(f) The Company and each Eligible Purchaser agree that, if any Eligible 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 one or more of the Eligible Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Eligible 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 such Eligible Purchaser.
(g) Notwithstanding anything to the contrary in this Section 6.6 and unless otherwise agreed to by such Eligible Purchaser, the Company shall either confirm in writing to such Eligible 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 such Eligible 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 such Eligible Purchaser, such transaction shall be deemed to have been abandoned and such Eligible 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.
(h) Notwithstanding the foregoing, solely with respect to registered public offerings or other Subsequent Financings in which securities are issued primarily pursuant to one or more registration statements filed with the SEC with an underwriter or placement agent engaged by the Company with respect to such Subsequent Financing (each, a “Registered Subsequent Financing”), (x) any corresponding Subsequent Financing Notice with respect thereto shall not be required to include pricing information to the extent such pricing information is then unavailable (but the Company (or the placement agent or underwriter, as applicable) shall provide such pricing information to each Eligible Purchaser as soon as commercially practicable following the pricing call or meeting, as applicable, of such Registered Subsequent Financing) and (y) in lieu of the end of the Notice Termination Time, Time being determined as described above (but without modifying the obligation of the Company receives responses to a deliver the Subsequent Financing Notice from Purchasers seeking for such Registered Subsequent Financing without such pricing in the timeframe as described above), each Eligible Purchaser shall, after receipt of such pricing information, have the customary period, as reasonably determined by the underwriter or placement agent, as applicable, to purchase more than the aggregate amount thereafter elect to subscribe for all, or any part, of the Participation Maximumsecurities as permitted pursuant to this Section 6.6 (or such greater allocation, each such Purchaser shall have at the right to purchase its Pro Rata Portion (as defined below) discretion of the Participation Maximum. “Pro Rata Portion” means placement agent or underwriter, as applicable, and the ratio of Company) in Registered Subsequent Financing.
(xi) Notwithstanding the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under foregoing, this Section 4.19 to (y) the sum 6.6 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Helius Medical Technologies, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four one (241) month year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchasers, each Purchaser collectively, shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.17.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smith Micro Software, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four nine (249) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Shares Equivalents for cash consideration or any offering a combination of debt or any other type of financing (units thereof, other than an Exempt Issuance) Issuance (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% 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), 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 sheet, to the extent applicable, 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 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 (the “Notice Termination Time”) that such Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participationparticipation (up to the Participation Maximum), 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 election 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 (including the portion of the Participation Maximum not so subscribed by the Purchasers) 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month five year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by Fr8hub or the Post-Merger Company or any (commencing as of its Subsidiaries the closing of the Merger) of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (including its Affiliates) with a Stated Value of Preferred Stock equal to at least $4 million (each such Purchaser, a “ROP Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), Fr8hub or the Post-Merger Company (after the Merger) shall deliver to each ROP Purchaser a written notice of the CompanyFr8hub’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 ROP Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company Fr8hub by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such ROP Purchaser (the “Notice Termination Time”) that such ROP Purchaser elects is willing to participate in the Subsequent Financing, the amount of such ROP Purchaser’s participation, and representing and warranting that such ROP Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If Fr8hub or the Post-Merger Company (after the Merger) receives no such notice from a ROP Purchaser as of such Notice Termination Time, such ROP Purchaser shall be deemed to have notified Fr8hub or the Post-Merger Company (after the Merger) that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the ROP Purchasers of their election 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 Fr8hub or the Post-Merger Company (after the Merger) 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 Fr8hub receives responses to a Subsequent Financing Notice from ROP Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such ROP 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 Stated Value of Preferred Stock of Securities purchased on the Closing Date by a an ROP Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts Stated Value of Securities Preferred Stock purchased on the Closing Date by all ROP Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hudson Capital Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Second Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in the such Subsequent Financing in up to an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.12.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (244) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser with a Subscription Amount of at least $3,750,000 at Closing (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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 4 pm (New York City time) ET and 6:00 6 pm (New York City time) ET 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), the Company shall deliver a notice to each such Participation Right 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 or similar document relating thereto as an attachment.
(c) Any Participation Right Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am the later of (New York City timei) 10 pm ET on the Trading Day following the date on which that the Subsequent Financing Notice is delivered to and (ii) two hours after the time that the Subsequent Financing Notice is received by such Participation Right Purchaser (the “Notice Termination Time”) that such Participation Right Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such Notice Termination Timetime, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financingparticipate.
(d) If, by The Company must provide the Notice Termination Time, notifications by the Participation Right Purchasers of their election to participate in the with a second Subsequent Financing (or Notice, and the Participation Right Purchasers will again have the right of participation set forth above in this Section 4.12, if the definitive agreement subject to cause their designees to participate) is, the initial Subsequent Financing Notice is not entered into for any reason on the terms set forth 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 Notice within five Trading Days after the terms and with date of the Persons set forth in the initial Subsequent Financing Notice.
(e) IfThe Company and each Participation Right Purchaser agree that if any Participation Right Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Participation Right 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 such Participation Right Purchaser.
(f) Notwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by such Participation Right Purchaser, the Company shall either confirm in writing to such Participation Right 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 such Participation Right Purchaser will not be in possession of any material, non-public information, by the Notice Termination Timefifth (5th) Business Day following delivery of the Subsequent Financing Notice. If by such fifth (5th) Business 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 such Participation Right Purchaser, such transaction shall be deemed to have been abandoned and such Participation Right Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than or any of its Subsidiaries.
(g) Notwithstanding the aggregate amount of the Participation Maximumforegoing, 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 4.19 to (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 in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Northwest Biotherapeutics Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty24-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 100% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 First Closing Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate First Closing Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month five year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company Hxxxxx of Ordinary Shares and/or Ordinary Shares Equivalents for cash consideration, Indebtedness or any a combination of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (including its Affiliates) with a Stated Value of Preferred Stock equal to at least $4 million (each such Purchaser, a “ROP Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), the Company Hxxxxx shall deliver to each ROP Purchaser a written notice of the Company’s Hxxxxx’x 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 ROP Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company Hxxxxx by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such ROP Purchaser (the “Notice Termination Time”) that such ROP Purchaser elects is willing to participate in the Subsequent Financing, the amount of such ROP Purchaser’s participation, and representing and warranting that such ROP Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company Hxxxxx receives no such notice from a ROP Purchaser as of such Notice Termination Time, such ROP Purchaser shall be deemed to have notified the Company Hxxxxx that it does not elect to participate in such Subsequent Financing.
(d) If, by the Notice Termination Time, notifications by the ROP Purchasers of their election 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 Hxxxxx 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 Hxxxxx receives responses to a Subsequent Financing Notice from ROP Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such ROP 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 Stated Value of Preferred Stock of Securities purchased on the Closing Date by a an ROP Purchaser participating under this Section 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts Stated Value of Securities Preferred Stock purchased on the Closing Date by all ROP Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hudson Capital Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four nine (249) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty12-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, subject to Section 4.11(e). For the avoidance of doubt, the Participation Maximum applies to each Purchaser individually and all Purchasers collectively.
(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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 purchase, in the aggregate, 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until 18 months following the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “"Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, ") unless (i) the Company delivers to each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) of the Purchasers hereunder a written notice at least 5 Trading Days prior to the closing of such 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 Notice") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice; provided that the prior notice period for any such second notice of a Subsequent Financing shall be reduced to 2 Trading Days. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating in an investment under this Section 4.19date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital.
Appears in 1 contract
Samples: Securities Purchase Agreement (DDS Technologies Usa Inc)
Participation in Future Financing. (a) From the date hereof until 12 months following the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, ) unless (i) the Company delivers to each Purchaser shall have the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) of the Purchasers hereunder a written notice at least 5 Trading Days prior to the closing of such 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), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a Subsequent Financing (a “Subsequent Financing Notice”)) of its intention to effect such Subsequent Financing, which notice 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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of up to 50% of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.4, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “Pro Rata Portion” means is the ratio of (x) the such Purchaser’s Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. If any Purchaser no longer holds any Shares, then the Pro Rata Portions shall be re-allocated among the remaining Purchasers. Notwithstanding anything to the contrary herein, this Section 4.4 shall not apply to the following: (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, (e) a primary offering of the Common Stock by all Purchasers participating the Company, which offering is underwritten by a major investment bank (however not including any shelf offerings undertaken pursuant to Rule 415 under the Securities Act) or (f) the issuance of Common Stock with a value of $50,000 to Xxxxxx Xxxxxx, a former director of the Company, as described in an investment under this Section 4.19Schedule 3.1(g).
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later date that is the earlier of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Closing Date or (ii) the date first Trading Day upon which no more Series A Shares are Warrants or Preferred Stock remain outstanding, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agentthe Purchasers shall, each Purchaser shall in the aggregate, have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 30% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. For purposes of clarity, subject to the terms of this Section 4.13, each Purchaser may elect to participate up to the Participation Maximum, but the aggregate participation right hereunder shall not exceed the Participation Maximum.
(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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing (a “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 of such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than two (2) hours 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 relating thereto as an attachment.
(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Pre-Notice is delivered to such Purchaser all of the Purchasers (the “Notice Termination Time”) that such Purchaser elects 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 election 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[RESERVED].
(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 at the Closing Date by a Purchaser participating under this Section 4.19 to 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on at the Closing Date by all Purchasers participating in an investment under this Section 4.194.13.
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovation Pharmaceuticals Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twentytwelve-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal up to exceed, in the aggregate among such Purchasers, twenty-five percent fifteen (25%) 15)% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Shares purchased on the Closing Date by a Purchaser participating under this Section 4.19 to 4.9 and (y) the sum of the aggregate Subscription Amounts of Securities Shares purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.9.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 18 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 100% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Leafbuyer Technologies, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) 12 month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingUplisting 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 (any such offer, sale, grant, disposition or any offering of debt or any other type of financing (other than an Exempt Issuance) (announcement being referred to as a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), the Company shall deliver to each the Purchaser 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 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 (the “Notice Termination Time”) that such the Purchaser elects 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 election 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 4.19 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 Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in an investment under possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(i) Notwithstanding the foregoing, this Section 4.194.7 shall not apply in respect of an Exempt Issuance.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
Participation in Future Financing. (a) From the date hereof until 6 months after the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any shall not effect a financing of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) (a “Subsequent Financing”), provided that "SUBSEQUENT FINANCING") unless (i) the Company delivers to each of such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have Purchasers a written notice at least 5 Trading Days prior to the right to participate in the Subsequent Financing in an amount not to exceed, in the aggregate among closing of such Purchasers, twenty-five percent (25%) of the Subsequent Financing (the “Participation Maximum”"SUBSEQUENT FINANCING NOTICE") 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a such Subsequent Financing, which Subsequent Financing (a “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 thereunder, the Person or Persons through or with whom such Subsequent Financing is proposed to be effected effected, and attached to which shall include be a term sheet and transaction documents or similar document relating thereto as an attachment.
and (cii) Any such Purchaser desiring to participate in such Subsequent Financing must provide written notice to shall not have notified the Company by 6:30 am p.m. (New York City time) on the fifth (5th) Trading Day following the date on which after its receipt of the Subsequent Financing Notice is delivered of its willingness to such Purchaser provide (the “Notice Termination Time”) that such Purchaser elects or to participate in the Subsequent Financingcause its designee to provide), the amount subject to completion of mutually acceptable documentation, all or part of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment financing to the Company on the same terms set forth in the Subsequent Financing Notice. If one or more Purchasers shall fail to so notify 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 election 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 to the Persons set forth in the Subsequent Financing Notice.
(e) If; provided that the Company must provide the Purchasers with a second Subsequent Financing Notice, by and the Purchasers will again have the right of first refusal set forth above in this Section 4.12, if the Subsequent Financing subject to the initial Subsequent Financing Notice Termination Time, is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice with the Person identified in the Subsequent Financing Notice. In the event the Company receives responses to a Subsequent Financing Notice Notices from Purchasers seeking to purchase more than the aggregate amount of financing sought by the Participation Maximum, each Company in the Subsequent Financing such Purchaser Purchasers shall have the right to purchase its their Pro Rata Portion (as defined below) of the Participation MaximumCommon Stock or Common Stock Equivalents to be issued in such Subsequent Financing. “"Pro Rata Portion” means " is the ratio of (x) the such Purchaser's Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.19 to and (y) the aggregate sum of all of the aggregate Subscription Amounts Amounts. Notwithstanding anything to the contrary herein, this Section 4.12 shall not apply to the following (a) the granting of Securities purchased options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Closing Date by all Purchasers participating date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital (including, but not limited to any issuance of securities in an investment under this Section 4.19connection with the formation of a joint venture expected to be named "PacificNet Communications Limited - Macao Commercial Offshore").
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty18-four (24) month month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Shares Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Guardforce AI Co., LTD)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four six (246) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock ADSs, Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 40% 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 twelve (New York City time12) and 6:00 pm (New York City time) on the Trading Day immediately hours prior to the Trading Day execution 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 definitive documentation with respect 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), the Company shall deliver to each Purchaser a written notice of the Company’s its intention to effect a Subsequent Financing along with details of such financing (such notice, a “Subsequent Financing Notice”), which notice . 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 6:30 am (New York City time) on not later 9 hours after such Purchaser has received the Trading Day following the date on which the Subsequent Financing Notice if such Subsequent Financing Notice is delivered to such Purchaser during normal trading hours on the primary Trading Market during a Trading Day; provided, that if a Subsequent Financing Notice is delivered at any time other than during normal trading hours on a Trading Market during any Trading Day, such 9 hour period shall start at 9:30 am on the next Trading Day following such delivery (the “Notice Termination Time”) that such Purchaser elects 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 Financingparticipate.
(d) If, If by the Notice Termination Time, notifications by the Purchasers of their election 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 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 4.19 to 4.14 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.14.
Appears in 1 contract
Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month first anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (other than an Exempt Issuance) for cash consideration (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in the such Subsequent Financing in an amount not equal to exceedup to 45% of the Subsequent Financing, in provided that the aggregate among participation right of all Purchasers shall not exceed 45% of such Purchasers, twenty-five percent (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 (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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 Participation Maximum 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four eighteen (2418) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units hereof (a “"Subsequent Financing”"), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in equal to an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) of 35% 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 prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its 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 or similar document relating thereto as an attachment. Notwithstanding the foregoing, a Purchaser by so indicating on its signature page hereto (for purposes of this Section 4.11, an “Abbreviated Notice Purchaser”) may elect to an abbreviated time frame for receiving and responding to a Subsequent Financing Notice, whereby any such Abbreviated Notice Purchaser will receive its Subsequent Financing Notice 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), 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 not later than 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Purchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which the a Subsequent Financing Notice is delivered to such Purchaser (the “an Abbreviated Notice Termination Time”Purchaser) that such Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Purchaser’s '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 second (2nd) Trading Day (or by 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice Termination Timeis delivered to an Abbreviated Notice Purchaser), 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 second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Termination TimePurchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice is delivered to an Abbreviated Notice Purchaser), notifications by the Purchasers of their election 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 second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Termination TimePurchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice is delivered to an Abbreviated Notice Purchaser), 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingFebruary 25, 2025, upon any issuance by the Company or any of its Subsidiaries of Indebtedness, Common Stock or Common Stock Equivalents for cash consideration or any offering of debt or any other type of financing (other than an Exempt Issuance) a combination thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser (when aggregated with its Affiliates) (a “Participation Right Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) % of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
(b) Between At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Participation Right Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Participation Right Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Participation Right Purchaser, and only upon a request by such Participation Right 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 Participation Right Purchaser. Notwithstanding anything herein to the contrary, in the event that the Subsequent Financing is an “overnight” registered offering (“RDO”), there shall be no Pre-Notice required to be delivered to the Participation Right Purchaser; provided that the Subsequent Financing is delivered 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), the Company shall deliver to each Purchaser a written notice of the Company’s intention to effect a . The Subsequent Financing (a “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 and transaction documents or similar document relating thereto as an attachment.
(c) Any Participation Right Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after such Participation Right Purchaser has received the Pre-Notice that such Participation Right Purchaser is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such tenth (10th) Trading Day, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate. Notwithstanding anything herein to the contrary, in the event of an RDO, any Participation Right Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by 6:30 am (New York City time) on the Trading Day following the date on which the Subsequent Financing Notice is delivered to such Participation Right Purchaser (the “Notice Termination Time”) that such Participation Right Purchaser elects is willing to participate in the Subsequent Financing, the amount of such Participation Right Purchaser’s participation, and representing and warranting that such Participation Right 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 Participation Right Purchaser as of such Notice Termination Time, such Participation Right Purchaser shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Financing.
(d) IfIf by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, notifications by the Participation Right 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. Notwithstanding anything hereinto to the contrary, in the event of an RDO, if, by the Notice Termination Time, notifications by the Participation Right Purchasers of their election 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) IfIf by 5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Participation Right Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, the Participation Right Purchasers shall, in their discretion, determine their pro rata participation in such Subsequent Financing in an amount up to the Participation Maximum. Notwithstanding anything herein to the contrary, in the event of an RDO, if, by the Notice Termination Time, the Company receives responses to a Subsequent Financing Notice from Participation Right Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each the Participation Right Purchasers shall, in their discretion, determine their pro rata participation in such Purchaser shall Subsequent Financing in an amount up to the Participation Maximum.
(f) The Company must provide the Participation Right Purchasers with Subsequent Financing Notices, and the Participation Right Purchasers will again have the right of participation set forth above in this Section 4.16, if such Subsequent Financings subject to purchase its Pro Rata Portion any prior Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (as defined below30) Trading Days after the date of any prior Subsequent Financing Notice; provided in the event of an RDO such period shall be two (2) Trading Days.
(g) The Company and each Participation Right Purchaser agree that if any Participation Right 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 one or more of the Participation Maximum. “Pro Rata Portion” means Right Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Participation Right Purchaser shall be required to agree to any restrictions on trading as to any of the ratio 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 such Participation Right Purchaser.
(h) Notwithstanding anything to the contrary in this Section 4.16 and unless otherwise agreed to by such Participation Right Purchaser, the Company shall either confirm in writing to such Participation Right 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 such Participation Right Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business 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 such Participation Right Purchaser, such transaction shall be deemed to have been abandoned and such Participation Right 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; provided, however, in the case of an RDO the Company shall be required to comply with the aforementioned obligations on or before 9:30 am (New York City time) on the Closing Date 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 such Participation Right Purchaser, such transaction shall be deemed to have been abandoned and such Participation Right Purchaser participating under 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 4.19 to (y) the sum 4.16 shall not apply in respect of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.19Exempt Issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Charge Enterprises, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twentytwo-four (24) month year anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingEffective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents or any offering of debt or any other type of financing (for cash consideration, Indebtedness other than an Indebtedness that is not convertible into Common Stock or a combination of units thereof, but excluding any Exempt Issuance) Issuance and any issuance to Pixium as a result of the business combination contemplated pursuant to the Pixium Agreement (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 40% 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.18 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.18.
Appears in 1 contract
Samples: Securities Purchase Agreement (Second Sight Medical Products Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-four twelve (2412) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, 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 in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 100% 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), 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 6:30 am within four (New York City time4) on hours in the Trading Day following event of an intraday shelf takedown, twelve (12) hours in the date on which 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smith Micro Software, Inc)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-twenty four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Stock, Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units hereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing in equal to an amount not to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) of 35% 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 prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its 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 or similar document relating thereto as an attachment. Notwithstanding the foregoing, a Purchaser by so indicating on its signature page hereto (for purposes of this Section 4.11, an “Abbreviated Notice Purchaser”) may elect to an abbreviated time frame for receiving and responding to a Subsequent Financing Notice, whereby any such Abbreviated Notice Purchaser will receive its Subsequent Financing Notice 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), 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 not later than 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Purchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which the a Subsequent Financing Notice is delivered to such Purchaser (the “an Abbreviated Notice Termination Time”Purchaser) that such Purchaser elects 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 second (2nd) Trading Day (or by 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice Termination Timeis delivered to an Abbreviated Notice Purchaser), 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 second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Termination TimePurchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice is delivered to an Abbreviated Notice Purchaser), notifications by the Purchasers of their election 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 second (2nd) Trading Day after all of the Purchasers (other than the Abbreviated Notice Termination TimePurchasers) have received a Subsequent Financing Notice (or 6:30 am (New York City time) on the Trading Day following the date on which a Subsequent Financing Notice is delivered to an Abbreviated Notice Purchaser), 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Transportation & Logistics Systems, Inc.)
Participation in Future Financing. (a) From the date hereof until the later of (i) the date that is the twenty-twenty four (24) month anniversary of the Closing Date or (ii) the date no more Series A Shares are outstandingDate, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or any offering a combination of debt or any other type of financing (other than an Exempt Issuance) units thereof (a “Subsequent Financing”), provided that such Subsequent Financing does not involve an underwriter or placement agent, each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing in an amount not equal to exceed, in the aggregate among such Purchasers, twenty-five percent (25%) 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), 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 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 (the “Notice Termination Time”) that such Purchaser elects 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 election 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 4.19 to 4.11 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating in an investment under this Section 4.194.11.
Appears in 1 contract
