Rights Offering to Existing Preferred Stockholders Sample Clauses

Rights Offering to Existing Preferred Stockholders. Promptly after the CN Closing, but within three (3) business days thereafter, the Company may offer to each of the Company’s stockholders holding Preferred Stock prior to the Equity Restructuring who is an “accredited investor” as defined in Rule 501(a) issued under the Securities Act of 1933, as amended, (collectively, as set forth on Exhibit A attached hereto, the “Rights Offering Investors”) a right to participate in the purchase and sale of the number of shares of Series A Preferred Stock and for the amount listed next to such stockholder’s name on Schedule 1.4 attached hereto (the “Rights Offering”); provided that the following existing stockholders of the Company and their respective Affiliates shall not have a right to participate in the purchase and sale of Series A Preferred Stock, and each shall have waived such rights as a condition of the CN Closing and shall for all purposes not be Rights Offering Investors: Kuwait Investment Authority, Artiman Ventures II, L.P., Artiman Ventures II Affiliates Fund, L.P., Artiman Ventures II Principals Fund, Artiman Ventures Special Opportunities Fund, L.P., Xxxxxxxx Xxxxxxx, and 44 Zspace LLC (the “Excluded Investors”). To participate in the Rights Offering, a Rights Offering Investor shall be required to execute this Stock Purchase Agreement and the other Transaction Agreements and pay for the purchase price of the Shares to be purchased by such Rights Offering Investor on or prior to December 15, 2020 and, on the Initial Closing Date, such Rights Offering Investors each shall be deemed an “Additional Purchaser”. The Company shall provide copies of all rights offering materials to dSpace prior to distribution to any potential Rights Offering Investor and require any potential Rights Offering Investor to deliver a copy of their commitment to participate in the Rights Offering to dSpace and its counsel directly.
Sample 1
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Related to Rights Offering to Existing Preferred Stockholders

  • Representations and Warranties Borrower represents and warrants as follows:

  • Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • AGREEMENT The parties agree as follows:

  • NOTE For Community-­‐Based TLDs Only] Obligations of Registry Operator to TLD Community. Registry Operator shall establish registration policies in conformity with the application submitted with respect to the TLD for: (i) naming conventions within the TLD, (ii) requirements for registration by members of the TLD community, and (iii) use of registered domain names in conformity with the stated purpose of the community-­‐based TLD. Registry Operator shall operate the TLD in a manner that allows the TLD community to discuss and participate in the development and modification of policies and practices for the TLD. Registry Operator shall establish procedures for the enforcement of registration policies for the TLD, and resolution of disputes concerning compliance with TLD registration policies, and shall enforce such registration policies. Registry Operator agrees to implement and be bound by the Registry Restrictions Dispute Resolution Procedure as set forth at [insert applicable URL] with respect to disputes arising pursuant to this Section 2.19. Registry Operator shall implement and comply with the community registration policies set forth on Specification 12 attached hereto.]

  • ATTORNEYS’ FEES In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

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