Pre-Delivery Shares. 11.1. Investor shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, or enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares; provided, however, during the period beginning on any Business Day in which a Conversion Notice is sent by Investor to Company and ending on the date of delivery of the applicable Conversion Shares by Company covered by such Conversion Notice (such period, the “Interim Period”), Investor may Transfer a number of Pre-Delivery Shares up to the number of Conversion Shares covered by the applicable Conversion Notice; provided further that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Conversion Shares shall be deemed to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder applicable to Pre-Delivery Shares) such that the total number of Pre-Delivery Shares held by Investor prior to Company’s exercise of its repurchase right under Section 11.2 shall always be equal to the number of Pre-Delivery Shares delivered to Investor hereunder, except during the Interim Period. 11.2. Notwithstanding anything to the contrary contained herein, Investor covenants and agrees with Company that, at such time as Investor no longer holds any Preferred Shares and the Reinvestment Right Period has expired, Investor shall within thirty (30) Business Days deliver to Company a number of Class A Shares equal to the number of Pre-Delivery Shares issued to Investor hereunder (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof), and Company shall pay Investor $0.0001 for each such Pre-Delivery Share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof).
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Samples: Securities Purchase Agreement (Cloudastructure, Inc.)
Pre-Delivery Shares. 11.1. Investor shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, or enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares, provided; provided, however, that during the period beginning on any Business Day day in which Investor delivers a Conversion Notice is sent by Investor to Company and ending on the date of delivery of the applicable Conversion Shares by Company covered by such Conversion Notice (such period, the “Interim Period”), Investor may Transfer a number of Pre-Delivery Shares up to the number of Conversion Shares covered by the applicable Conversion Notice; provided further that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Conversion Shares shall be deemed to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder applicable to Pre-Delivery Shares) such that the total number of Pre-Delivery Shares held by Investor prior to Company’s exercise of its repurchase right under Section 11.2 shall always be equal to the number of Pre-Delivery Shares delivered to Investor hereunder, except during the Interim Period.
11.2. Notwithstanding anything to the contrary contained herein, Investor covenants and agrees with Company that, at such time as Investor no longer holds any Preferred Shares and upon repayment of the Reinvestment Right Period has expiredNote by Company in full, Investor shall within thirty twenty (3020) Business Trading Days deliver to Company a number of Class A Ordinary Shares equal to the number of Pre-Delivery Shares issued to Investor hereunder (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof), and Company shall pay Investor $0.0001 for each such Pre-Delivery Share share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof).
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Pre-Delivery Shares. 11.19.1. Investor shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, or enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares, provided; provided, however, that during the period beginning on any Business Day day in which Investor delivers a Conversion Notice is sent by Investor to Company and ending on the date of delivery of the applicable Conversion Shares by Company covered by such Conversion Notice (such period, the “Interim Period”), Investor may Transfer a number of Pre-Delivery Shares up to the number of Conversion Shares covered by the applicable Conversion Notice; provided further that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Conversion Shares shall be deemed to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder applicable to Pre-Delivery Shares) such that the total number of Pre-Delivery Shares held by Investor prior to Company’s exercise of its repurchase right under Section 11.2 9.2 shall always be equal to the number of Pre-Delivery Shares delivered to Investor hereunder, except during the Interim Period.
11.29.2. Notwithstanding anything to the contrary contained herein, Investor covenants and agrees with Company that, at such time as Investor no longer holds any Preferred Shares and upon repayment of the Reinvestment Right Period has expiredNote by Company in full, Investor shall within thirty fifteen (3015) Business Trading Days deliver to Company a number of Class A Ordinary Shares equal to the number of Pre-Delivery Shares issued to Investor hereunder (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof), and Company shall pay Investor $0.0001 0.001 for each such Pre-Delivery Share share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof).
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Samples: Securities Purchase Agreement (Lobo Ev Technologies LTD)
Pre-Delivery Shares. 11.19.1. Investor shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, or enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares, provided; provided, however, that during the period beginning on any Business Day day in which Investor delivers a Conversion Notice is sent by Investor to Company and ending on the date of delivery of the applicable Conversion Shares by Company covered by such Conversion Notice (such period, the “Interim Period”), Investor may Transfer a number of Pre-Delivery Shares up to the number of Conversion Shares covered by the applicable Conversion Notice; provided further that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Conversion Shares shall be deemed to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder applicable to Pre-Delivery Shares) such that the total number of Pre-Delivery Shares held by Investor prior to Company’s exercise of its repurchase right under Section 11.2 9.2 shall always be equal to the number of Pre-Delivery Shares delivered to Investor hereunderunder Section 1.1, except during the Interim Period.
11.29.2. Notwithstanding anything to Upon repayment or conversion of the contrary contained hereinNote in full (at maturity or otherwise in accordance with the terms of the Note), Investor covenants Company may repurchase the Pre-Delivery Shares upon a written request, and agrees with Company that, at such time as Investor no longer holds any Preferred Shares and the Reinvestment Right Period has expired, Investor shall within thirty (30) Business Trading Days of such written request from Company, Investor shall deliver to Company a number of Class A Shares ADSs equal to the number of Pre-Delivery Shares issued to Investor hereunder (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof)) delivered to Investor hereunder, and Company shall will pay Investor $0.0001 0.00015 for each such Pre-Delivery Share (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date hereof)Share.
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