Purchase Agreement and Registration Rights Agreement. (i) This Agreement has been duly and validly authorized, executed and delivered by each of the Calumet Parties.
(ii) The Registration Rights Agreement has been duly and validly authorized by each of the Issuers and each of the Guarantors and on the Closing Date will be duly executed and delivered by each of the Issuers and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each of the Issuers and each of the Guarantors enforceable against each of the Issuers and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution hereunder and thereunder may be limited by applicable laws or public policy.
Purchase Agreement and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company; and on or prior to the Closing Date with respect to the Company, and as of the Acquisition Closing with respect to the Guarantors, the Registration Rights Agreement will have been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
Purchase Agreement and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company; and the Registration Rights Agreement has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
Purchase Agreement and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
Purchase Agreement and Registration Rights Agreement. The Purchase Agreement and the Registration Rights Agreement shall be deemed amended to the extent required to provide for the Exchange. The term "Preferred Stock" in the Registration Rights Agreement shall hereafter mean the Series F Stock. The term "Shares" in the Purchase Agreement shall hereafter have the meaning ascribed to it in the Exchange Agreement and the term "Underlying Shares" in the Purchase Agreement shall hereafter mean the shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant All references to the term "Warrant" in the Registration Rights Agreement and the Purchase Agreement shall include the Additional Warrant. Other than as expressly amended hereby, the Purchase Agreement and the Registration Rights Agreement are not amended and remain in full force and effect.
Purchase Agreement and Registration Rights Agreement. On June 11, 2024, Enservco entered into a Common Stock Purchase Agreement (the “CS Purchase Agreement”) with an institutional investor (the “Purchaser”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to the lesser of $10 million of newly issued shares of the Company’s common stock, par value $0.005 per share (“Common Stock”) subject to the Exchange Cap (as defined below). The Company does not have a right to commence any sales of Common Stock to the Purchaser under the CS Purchase Agreement until the time when all of the conditions to the Company’s right to commence sales of Common Stock to the Purchaser set forth in the CS Purchase Agreement have been satisfied, including that a registration statement covering the resale of such shares is declared effective by the SEC and the final form of prospectus is filed with the SEC (the “Commencement Date”). Over the 36-month period from and after the Commencement Date, the Company will control the timing and amount of any sales of Common Stock to the Purchaser. Actual sales of shares of Common Stock to the Purchaser under the CS Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding and the Company’s operations. At any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $0.10 (the “Purchase Date”), the Company may direct the Purchaser to purchase a specified number of shares of Common Stock (a “Fixed Purchase”) not to exceed 100,000 shares at a purchase price equal to the lesser of 92.5% of (i) the daily volume weighted average price (the “VWAP”) of the Common Stock for the five trading days immediately preceding the applicable Purchase Date for such Fixed Purchase and (ii) the lowest sale price of a share of Common Stock on the applicable Purchase Date for such Fixed Purchase during the full trading day on such applicable Purchase Date. In addition, at any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $0.10 and such business day is also the Purchase Date for a Fixed Purchase of an amount of shares of Common Stock not less than the applicable Fixed P...
Purchase Agreement and Registration Rights Agreement. This Agreement has been, or in the case of the Guarantors, will have been on the Closing Date, duly authorized, executed and delivered by each of the Company and the Guarantors, and the Registration Rights Agreement has been, or in the case of the Guarantors, will have been on the Closing Date, duly authorized by each of the Company and the Guarantors, and on the Closing Date will be duly executed and delivered by each of the Company and the Guarantors and, when duly executed and delivered in accordance with their respective terms by each of the parties thereto, this Agreement and the Registration Rights Agreement will each constitute a valid and legally binding agreement of each of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
Purchase Agreement and Registration Rights Agreement. The Purchase Agreement and the Registration Rights Agreement shall be deemed amended to the extent required to provide for the Exchange. The term "Common Shares" in the Registration Rights Agreement shall hereafter refer to the shares of Common Stock issuable upon conversion of the Preferred Shares. Other than as expressly amended hereby, the Purchase Agreement and the Registration Rights Agreement are not amended and remain in full force and effect. The provisions of Section 3.1 of the Purchase Agreement shall apply with respect to the Preferred Shares.
Purchase Agreement and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company; and the Registration Rights Agreement has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by the Company; and, when duly executed and delivered in accordance with its terms by each of the parties thereto, this Agreement and the Registration Rights Agreement each will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy; and each of this Agreement and the Registration Rights Agreement will conform in all material respects to the descriptions thereof contained in the Pricing Disclosure Package and Offering Memorandum.
Purchase Agreement and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Merger Sub, and on or prior to the Merger Closing, will be duly authorized, executed and delivered by each of the Company and the Subsidiary Guarantors; on or prior to the Merger Closing, the Registration Rights Agreement will be duly authorized, executed and delivered by each of the Company and the Subsidiary Guarantors and, when the Registration Rights Agreement is duly executed and delivered in accordance with its terms by each of other the parties thereto, will constitute a valid and legally binding agreement of each of the Company and the Subsidiary Guarantors enforceable against each of the Company and the Subsidiary Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
