Preferred Stock Financing Sample Clauses

Preferred Stock Financing. August 7, 2020 The undersigned hereby agrees to become a party to (i) that certain Series A Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”), (ii) that certain Investors’ Rights Agreement (the “IXX”), (iii) that certain Right of First Refusal and Co-Sale Agreement (the “ROFR and Co-Sale Agreement”), and (iv) that certain Voting Agreement (the “Voting Agreement” and together with the Purchase Agreement, the IXX and the ROFR and Co-Sale Agreement, the “Series A Financing Agreements”), each dated as of May 7, 2018, by and among In8bio, Inc. (f/k/a Innatus Therapeutics, Inc. and Incysus Therapeutics, Inc.), a Delaware corporation (the “Company”), and the respective parties named therein. Effective as of the undersigned’s acquisition of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) in a subsequent Closing (as defined in the Purchase Agreement), the undersigned is hereby made a party to the Purchase Agreement as a “Purchaser” thereunder and to each of the IXX, the ROFR and Co-Sale Agreement and the Voting Agreement as an “Investor” thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Series A Financing Agreements as a counterpart signature page thereto. The undersigned (i) acknowledges receipt of a copy of each of the Series A Financing Agreements, (ii) confirms that the representations and warranties contained in Section 3 of the Purchase Agreement are true and correct as to the undersigned as of the date hereof, (iii) acknowledges the undersigned’s waiver of the provisions of Section 4 of the Purchase Agreement with respect to each subsequent Closing and (iv) confirms that the undersigned is acquiring 882,397 shares of Series A Preferred Stock at a purchase price of $1.30787 per share, or $1,154,060.56 in the aggregate, at a subsequent Closing. The address and email address to which notices may be sent to the undersigned are as follows below. Bios Fund III, LP By: /s/ Lxxxxx Xxxxx Xxxxx, Xx. Name: Lxxxxx Xxxxx Xxxxx, Xx. Title: Managing Partner Address: Email: IN8BIO, INC. Joinder Agreement
Sample 1See All (4)
AutoNDA by SimpleDocs
Preferred Stock Financing. Borrower shall provide Lender with evidence reasonably satisfactory to Lender of the closing of the Preferred Stock Financing. Within 10 days of the closing of the Preferred Stock Financing, Borrower shall issue Lender a Warrant to purchase such number of shares of preferred stock as sold in such Preferred Stock Financing initially equal to $260,000 divided by the price per share paid by investors in such Preferred Stock Financing. The purchase price per share of preferred stock purchasable under the Warrant shall be the price per share paid by the investors in the Preferred Stock Financing. The number of shares purchasable under the Warrant shall be subject to increase based on Advances made under the Commitment as set forth in the Warrant.
Sample 1Sample 2Sample 3
Preferred Stock Financing. The closing of the offering of Pattern Energy Group Inc.’s Series A Perpetual Preferred Stock pursuant to the terms set forth in that certain Securities Purchase and Rights Agreement among Pattern Energy Group Inc. and the investors party thereto dated October 10, 2019 shall have occurred.
Sample 1Sample 2
Preferred Stock Financing. The Purchaser (as defined in the ------------------------- Preferred Stock Purchase Agreement) shall have (or will concurrently with the funding of the subsequent Loan) purchased from the Company for cash Convertible Preferred Stock pursuant to the Preferred Stock Purchase Agreement in an amount equal to the aggregate outstanding principal balance of the Loans including the Loan then being requested by the Company. At the time of making an additional borrowing under a subsequent Loan hereunder, the Company shall deliver a Borrower's Certificate to the Lender stating that the conditions specified in Sections 5.2.1 through 5.2.4 (inclusive) and Section ---------------------------- ------- 5.2.8 and 5.2.9 have been fully satisfied as of such time. ---------------
Sample 1
Preferred Stock Financing. Between December 2019 and February 2020, AppHarvest issued and sold an aggregate of 2,631,972 shares of its Series B Preferred Stock at a purchase price of $4.1681 per share, for an aggregate purchase price of $11.0 million. Each share of AppHarvest’s Series B Preferred Stock will convert into one share of AppHarvest’s common stock immediately prior to the closing of the Business Combination. The table below sets forth the number of shares of Series B Preferred Stock purchased by AppHarvest’s related parties: Shares of Series B Preferred Total Purchase Stockholder Stock Price CEFF AppHarvest Equity Holdings, LLC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,079,628 $4,499,997 Inclusive Capital Partners Spring Master Fund, L.P.(2) . . . . . . . . . . . . . . . . . . . 719,752 $2,999,998 Rise of the Rest Seed Fund, LP(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359,876 $1,499,999
Sample 1
Preferred Stock Financing. The Purchasers, together with certain existing stockholders of the Company, shall have purchased, or simultaneously with the Initial Closing shall purchase, and the Company shall have received $5,000,000 in proceeds from the sale of the Company's Series C Convertible Preferred Stock, par value $0.001 per share, pursuant to the terms and conditions of the Series C Convertible Preferred Stock Purchase Agreement dated the date hereof (the "Series C Purchase Agreement") by and among the Company, the Purchasers and certain stockholders of the Company.
Sample 1
Preferred Stock Financing. “Series A Preferred Stock Financing” shall mean the issuance of Series A Preferred Stock with an aggregate purchase price of at least $70 million, including the conversion of bridge notes issued to the Founders, it being understood, that $10 million of the aggregate purchase price may be paid by one of the Founders within 60 days after the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Preferred Stock Financing. It is Xxxxx’s intention to raise not less than Three Million Dollars ($3,000,000) (the “Full Raise”) through the Preferred Stock Financing, and the parties acknowledge that the Closing may occur upon the satisfaction of the Preferred Stock Financing condition, but prior to the Full Raise. Buyer shall have ninety (90) days after the Closing (the “Financing Subsequent Closing Period”), to complete the Full Raise. If the Full Raise is not completed during the Subsequent Closing Period, the parties agree to adjust the Buyer Stock Price, and consequently the number of shares of Rollover Stock, to reflect the resulting decrease in the post-Closing, post-Preferred Stock Financing valuation of the Buyer and issue additional shares of Rollover Stock, if any.
Sample 1
Preferred Stock Financing. 1. Section 1.1(g) of the Investors' Rights Agreement is hereby amended to read in its entirety as follows:
Sample 1

Related to Preferred Stock Financing

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Convertible Preferred Stock The Holder and the Corporation shall maintain records showing the number of shares of Series A Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series A Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series A Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series A Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Convertible Preferred Stock, the number of shares of Series A Convertible Preferred Stock represented by such certificate may be less than the number of shares of Series A Convertible Preferred Stock stated on the face thereof. Each certificate for Series A Convertible Preferred Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION'S CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 6(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 6(c)(iv) OF THE CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!