Common use of Rescission and Withdrawal Right Clause in Contracts

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note.

Appears in 29 contracts

Samples: Securities Purchase Agreement (Innovative Payment Solutions, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)

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Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 25 contracts

Samples: Securities Purchase Agreement (Sigyn Therapeutics, Inc.), Securities Purchase Agreement (Sigyn Therapeutics, Inc.), Securities Exchange Agreement

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 16 contracts

Samples: Securities Purchase Agreement (Force Protection Video Equipment Corp.), Securities Purchase Agreement (Biotech Products Services & Research, Inc.), Securities Purchase Agreement (Force Protection Video Equipment Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Notes or exercise of the Warrants, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice or exercise notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteNotes or Warrants.

Appears in 15 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (Corphousing Group Inc.), Securities Purchase Agreement (Corphousing Group Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Marathon Digital Holdings, Inc.), Securities Purchase Agreement (DarioHealth Corp.), Securities Purchase Agreement (DarioHealth Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteshares.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Endexx Corp), Securities Purchase Agreement (Directview Holdings Inc), Securities Purchase Agreement (Directview Holdings Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Creatd, Inc.), Securities Purchase Agreement (Creatd, Inc.), Securities Purchase Agreement (Creatd, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteTransaction Documents.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a any Note, the such Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of the Preferred Stock or exercise of a NoteWarrant, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Intellicell Biosciences, Inc.), Securities Purchase Agreement (Intellicell Biosciences, Inc.), Securities Exchange Agreement (Juhl Wind, Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 9 contracts

Samples: Securities Purchase Agreement (InspireMD, Inc.), Securities Purchase Agreement (Air Industries Group), Securities Purchase Agreement (Air Industries Group)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NotePreferred Stock.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Crowdex Investment, LLC), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Notis Global, Inc.), Securities Purchase Agreement (Notis Global, Inc.), Securities Purchase Agreement (Notis Global, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 7 contracts

Samples: Joinder Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Mount Knowledge Holdings, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Healthy Choice Wellness Corp.), Securities Purchase Agreement (Oncocyte Corp), Securities Purchase Agreement (AIkido Pharma Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebentures, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Progreen US, Inc.), Securities Purchase Agreement (Pressure Biosciences Inc), Securities Purchase Agreement (Pressure Biosciences Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Issuer Direct Corp), Securities Purchase Agreement (Asure Software Inc), Securities Purchase Agreement (Cyberdefender Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Spiral Toys Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.), Securities Purchase Agreement (Recovery Energy, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a any Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 5 contracts

Samples: Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (Appyea, Inc), Securities Purchase Agreement (DPW Holdings, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares Shares pursuant to the Purchaser’s Note. The same procedure shall apply for a rescinded Warrant exercise.

Appears in 5 contracts

Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.), Securities Purchase Agreement (QHSLab, Inc.), Securities Purchase Agreement (C-Bond Systems, Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or exercise of a Warrant, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Soul & Vibe Interactive Inc.), Securities Purchase Agreement (Pladeo Corp.), Securities Purchase Agreement (Soul & Vibe Interactive Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Grant Life Sciences, Inc.), Securities Purchase Agreement (Knobias, Inc.), Securities Purchase Agreement (National Investment Managers Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration return to such Purchaser of such Purchaser’s right the aggregate exercise price paid to acquire the Company for such shares pursuant to the Purchaser’s Noteof Common Stock.

Appears in 4 contracts

Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (NXT-Id, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the applicable Debenture.

Appears in 4 contracts

Samples: Securities Purchase Agreement (DraftDay Fantasy Sports, Inc.), Securities Purchase Agreement (World Moto, Inc.), Securities Purchase Agreement (World Moto, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice concurrently.

Appears in 4 contracts

Samples: Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Gopher Protocol Inc.), Securities Purchase Agreement (Digital Power Corp), Securities Purchase Agreement (Digital Power Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire rights under the Debenture (including, issuance of a replacement debenture evidencing such shares pursuant to the Purchaser’s Noterestored right).

Appears in 3 contracts

Samples: Securities Purchase Agreement (Immune Pharmaceuticals Inc), Securities Purchase Agreement (Immune Pharmaceuticals Inc), Securities Purchase Agreement (Immune Pharmaceuticals Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate conversion price paid to the Purchaser’s NoteCompany for such shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (Epic Stores Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the aggregate exercise price paid to the Company for such shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Petroterra Corp.), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Nac Global Technologies, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Aprecia Inc), Securities Purchase Agreement (Aprecia Inc), Securities Purchase Agreement (Silverstar Holdings LTD)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Slinger Bag Inc.), Securities Purchase Agreement (Verb Technology Company, Inc.), Securities Purchase Agreement (nFusz, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NotePreferred Stock, the applicable Purchaser shall be required to return any Shares shares of Preferred Stock (if delivered) and/or Common Stock, as applicable, subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (Progressive Care Inc.), Securities Purchase Agreement (NextPlat Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Shares, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (BlueNRGY Group LTD), Securities Purchase Agreement (BlueNRGY Group LTD), Securities Purchase Agreement (CBD Energy LTD)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebentures, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (Progressive Care Inc.), Securities Purchase Agreement (NextPlat Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Ordinary Shares and/or Ordinary Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Safe-T Group Ltd.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the return to the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteDebenture (including issuance of a replacement Debenture evidencing such restored right).

Appears in 3 contracts

Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a the Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the aggregate exercise price paid to the Company for such shares.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the return to Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteshares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co), Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nac Global Technologies, Inc.), Securities Purchase Agreement (Lipidviro Tech Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Apollo Endosurgery, Inc.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note(including, issuance of a replacement certificate evidencing such restored right).

Appears in 2 contracts

Samples: Securities Exchange Agreement (GeoPharma, Inc.), Securities Exchange Agreement (GeoPharma, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Notethe Preferred Stock, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteCertificate of Designations.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Amergent Hospitality Group, Inc), Securities Purchase Agreement (Chanticleer Holdings, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s Purchaser of the applicable Note.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Intercloud Systems, Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with conversion notice and the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteNote (including, issuance of a replacement Note evidencing such restored right).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Premier Biomedical Inc), Securities Purchase Agreement (Premier Biomedical Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the return to the Purchaser of the aggregate conversion price paid to the Company for such shares and the restoration of such the Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteNote (including, issuance of a replacement note certificate evidencing such restored right).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document Document, and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Opgen Inc), Securities Purchase Agreement (Titan Pharmaceuticals Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the applicable Debenture.

Appears in 2 contracts

Samples: Securities Purchase Agreement (World Moto, Inc.), Securities Purchase Agreement (World Moto, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Marpai, Inc.), Securities Purchase Agreement (theMaven, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may may, in lieu of the receipt of applicable liquidated damages, rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or exercise of a Warrant, the Purchaser shall be required to return any Ordinary Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bluephoenix Solutions LTD), Securities Purchase Agreement (Bluephoenix Solutions LTD)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Toughbuilt Industries, Inc), Securities Purchase Agreement (Toughbuilt Industries, Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a the Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion or exercise notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the aggregate exercise price paid to the Company for such shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Optimus Healthcare Services, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s 's right to acquire such shares Shares pursuant to the Purchaser’s 's Note. The same procedure shall apply for a rescinded Warrant exercise.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Live Current Media Inc.), Securities Purchase Agreement (Live Current Media Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteof Preferred Stock.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mer Telemanagement Solutions LTD), Securities Purchase Agreement (Mer Telemanagement Solutions LTD)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or exercise of a Warrant, the applicable Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently comply with the restoration applicable provisions of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteDebenture or Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Blue Calypso, Inc.), Security Agreement (PLC Systems Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteshares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Ally, Inc.), Securities Purchase Agreement (Isun, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteDebenture (including, issuance of a replacement Debenture certificate evidencing such restored right).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inspyr Therapeutics, Inc.), Securities Purchase Agreement (Inspyr Therapeutics, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Consolidated Energy Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Shares ADSs subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lion Group Holding LTD), Securities Purchase Agreement (Lion Group Holding LTD)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Airborne Wireless Network)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imaging Diagnostic Systems Inc /Fl/)

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Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Note Purchase Agreement (AzurRx BioPharma, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the return to the Purchaser of the aggregate conversion price paid to the Company for such shares and the restoration of such the Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note.Note (including, issuance of a replacement note certificate evidencing such restored right). ​

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion EXECUTION COPY of a any Note, the such Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Bergio International, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart for Life, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares subject to shares of Common Stock delivered in connection with any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neogenomics Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such the Purchaser’s 's right to acquire such shares pursuant to the Purchaser’s Noteshares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xenetic Biosciences, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that any Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Note or exercise of Warrants, the such Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion or exercise notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the Note and/or Warrants, if previously delivered to the Purchaser’s NoteCompany.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sigma Labs, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medbox, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Exchange Agreement (Inergetics Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyberdefender Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s Purchaser of the applicable Note.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mantra Venture Group Ltd.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser Lender exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser such Lender may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Noteshares of Series Y Preferred, the Purchaser applicable Lender shall be required to return any Underlying Shares subject to any such rescinded Notice of Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Notetherewith.

Appears in 1 contract

Samples: Exchange Agreement (Venus Concept Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Notes, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice or exercise notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteNotes.

Appears in 1 contract

Samples: Securities Purchase Agreement (ComSovereign Holding Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or exercise of a Warrant, the Purchaser shall be required to return any Shares subject to shares of Common Stock received by the Purchaser after any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Foldera, Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration return to Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imaging Diagnostic Systems Inc /Fl/)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s Noteshares of Preferred Stock.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement (Legend Oil & Gas, Ltd.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion or exercise notice concurrently with the restoration return to such Purchaser of such Purchaser’s right to acquire such shares pursuant the aggregate exercise price paid to the Purchaser’s NoteCompany for such shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Allarity Therapeutics, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Notethe Convertible Notes, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (MICT, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a the Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Notesuch Note (including issuance of a replacement Note evidencing such restored right).

Appears in 1 contract

Samples: Securities Purchase Agreement (Trio Petroleum Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a the Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such the Purchaser’s right to acquire such shares pursuant to the Purchaser’s Notesuch Note (including issuance of a replacement Note evidencing such restored right).

Appears in 1 contract

Samples: Securities Purchase Agreement (Trio Petroleum Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser the Purchasers exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser the Purchasers may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteShare, the such Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medovex Corp.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteNotes, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Immune Pharmaceuticals Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or conversion of the Preferred Stock, the Purchaser shall be required to return any Shares subject to shares of Common Stock delivered in connection with any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solomon Technologies Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Preferred Stock, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the return to Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteUnderlying Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Design Within Reach Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an the conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note.

Appears in 1 contract

Samples: Securities Purchase Agreement (H-Cyte, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s Note.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emmaus Life Sciences, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchaser of the aggregate exercise price paid to the Company for such shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Monarch America, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a NoteDebenture, the Purchaser shall be required to return any Shares subject to shares of Common Stock delivered in connection with any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jesup & Lamont, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s NoteTransaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Parkervision Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Voting Convertible Preferred Stock, the applicable Purchaser shall be required to return any Underlying Shares subject to any such rescinded Notice of Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Notetherewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venus Concept Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a NoteDebenture, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (CYREN Ltd.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note.. 5.15

Appears in 1 contract

Samples: Execution Version Securities Purchase Agreement

Rescission and Withdrawal Right. Notwithstanding anything to ------------------------------- the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; , provided, however, that in the case of a rescission of an a conversion of a NoteDebenture or exercise of a Warrant, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Notes, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the such Purchaser’s NoteNotes.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any a Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser the Purchasers may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a any Note, the Purchaser Purchasers shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant return to the Purchaser’s NotePurchasers of the aggregate conversion price paid to the Company for such shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Age Beverages Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser the Holder exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser the Holder may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Notethe Shares, the Purchaser Holder shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaserthe Holder’s right to acquire such shares pursuant to the PurchaserHolder’s NoteShares.

Appears in 1 contract

Samples: Exchange Agreement (Edible Garden AG Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a Note, the Purchaser shall be required to return any Shares subject to shares of Common Stock delivered in connection with any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Purchase Agreement (Cornerworld Corp)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that that, in the case of a rescission of an a conversion of a Note, the applicable Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Notesuch Note (including issuance of a replacement Note evidencing such restored right).

Appears in 1 contract

Samples: Securities Purchase Agreement (iQSTEL Inc)

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any the Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then that the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an a conversion of a the Note, the Purchaser shall be required to return any Shares shares of Common Stock subject to any such rescinded Conversion Notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Noteconversion or exercise notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Todos Medical Ltd.)

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