Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). Between five and 10 Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyer, and only upon a request by Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall: (i) describe in reasonable detail the Subsequent Financing Securities and Subsequent Financing Terms of the Subsequent Financing, including tenor, security, equity components, fees, the amount of proceeds intended to be raised thereunder (or minimum and maximum amounts) and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected, and (ii) include a term sheet or similar document relating to the Subsequent Financing as an attachment. If Buyer wishes 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 fifth Trading Day after Buyer has received the Pre-Notice (the “Notice Termination Time”) that it is willing to participate in the Subsequent Financing, the amount of its desired participation (up to the Participation Maximum), and representing and warranting that Buyer has such funds ready, willing, and available for such investment on the terms and conditions set forth in the Subsequent Financing Notice. If the Company receives no such notice from Buyer as of the Notice Termination Time, Buyer shall be deemed to have notified the Company that it does not elect to participate in the Subsequent Financing. If by the Notice Termination Time, notification by Buyer of its willingness to participate in the Subsequent Financing is less than the total amount of the Participation Maximum,...
Participation in Subsequent Financing. (i)Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Preferred Stock (each such Holder, a “Significant Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
Participation in Subsequent Financing. (a) From the date hereof until such time as Debentures representing less than $5,000,000 of the aggregate initial Principal Amount remain outstanding, upon any issuance by the Company or any of its Subsidiaries of Ordinary Shares, Ordinary Shares Equivalents for cash consideration, Indebtedness (or a combination of units hereof) (a “Subsequent Financing”), each Purchaser holding a Debenture with not less than $1,000,000 of outstanding Debenture principal shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
Participation in Subsequent Financing. The Buyer shall have the first right to purchase the securities offered in any Subsequent Financing (“Subsequent Financing Securities”) in an amount equal to up to 100% of the Subsequent Financing (the “Participation Maximum”) on substantially the same terms, conditions and price provided for in the Subsequent Financing (“Subsequent Financing Terms”). For purposes of clarification, the preceding sentence shall not be applicable to Buyer in the event that Xxxxxx Global LLC (“Xxxxxx”) participates in a Subsequent Financing pursuant to that certain Securities Purchase Agreement dated December 29, 2023, as disclosed in a Current Report on Form 8-K on January 2, 2024 (the “Xxxxxx Transaction”). Between five and ten Trading Days prior to the closing of any Subsequent Financing, the Company shall deliver to Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall request that the Buyer advise the Company if Buyer wishes to receive and review an additional notice that includes details of such Subsequent Financing as specified below (such additional notice, a “Subsequent Financing Notice”). Upon the request of Xxxxx, and only upon a request by Xxxxx, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Subsequent Financing Notice to Buyer. The Subsequent Financing Notice shall:
