Common use of Sale and Delivery of Shares Clause in Contracts

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of the Company’s Class B Subordinate Voting Shares (the “Class B Shares” and such Class B Shares offered and sold hereunder, the “Shares”), that does not exceed (a) the number or dollar amount of Class B Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares (less the number of Class B Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (FSD Pharma Inc.)

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Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and following the effectiveness of the Registration Statement and on the terms set forth herein, up to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.0001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Reviva Pharmaceuticals Holdings, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of Class A ordinary shares of the Company’s Class B Subordinate Voting Shares , no par value per share (“Ordinary Shares”) (the “Class B Shares” Ordinary Shares issued and such Class B Shares offered and sold hereunderissuable under this Agreement, the “Shares”), that does not exceed (a) the number or dollar amount of Class B Ordinary Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Ordinary Shares (less the number of Class B Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stockshare capital), or (c) the number or dollar amount of Class B Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (REE Automotive Ltd.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the “Maximum Amount,” which is equal to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares A common stock, $0.001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) equals the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) equals the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Helius Medical Technologies, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.0001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Registration Statement and as reflected on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Hoth Therapeutics, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the “Maximum Amount,” which is equal to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) equals the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) equals the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Cocrystal Pharma, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Registration Statement pursuant to the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Bio-Path Holdings Inc)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of ordinary shares, no par value per share, of the Company’s Class B Subordinate Voting Shares Company (the Class B Ordinary Shares” and such Class B the Ordinary Shares offered issued and sold issuable hereunder, the “Shares”), that does not exceed (a) the number or dollar amount of Class B Ordinary Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Ordinary Shares (less the number of Class B Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (VCI Global LTD)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.00001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) if applicable, the maximum number or dollar amount of Class B Shares shares of Common Stock that would cause can be sold without causing the Company or the offering of the Shares to not fail to satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, including General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (NextPlay Technologies Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the Maximum Amount (as defined below) which is equal to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.0001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) equals the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) equals the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Cancer Genetics, Inc)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the ManagerManagers, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of the Company’s Class B Subordinate Voting Shares common shares, no par value per share (the “Class B Common Shares” and such Class B Common Shares offered to be issued and sold hereunderpursuant to this Agreement, the “Shares”), ) that does not exceed (a) the number or dollar amount of Class B Common Shares registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Common Shares (less the number of Class B Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Common Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (TRX GOLD Corp)

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Sale and Delivery of Shares. The Company proposes to may issue and sell through or to the Manager, as sales agent and/or principal, up to $25,000,000 of Ordinary Shares (the “Shares”) from time to time during the term of this Agreement and on the terms set forth herein; provided, up to however that in no event shall the Company issue or sell through the Manager such number of Shares that exceeds the Company’s Class B Subordinate Voting Shares (the “Class B Shares” and such Class B Shares offered and sold hereunder, the “Shares”), that does not exceed lesser of (a) the number or dollar amount of Class B the Shares registered on the Prospectus Supplement, Registration Statement pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares authorized for issuance representing the maximum number of authorized but unissued Class B Ordinary Shares (less the number of Class B Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stockshare capital), or and (c) the maximum number or dollar amount of Class B Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy may be offered and sold in accordance with the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Enlivex Therapeutics Ltd.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the ManagerManagers, as sales agent agents and/or principalprincipals, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares A common stock, $0.0001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Prospectus SupplementRegistration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager Managers shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Pear Therapeutics, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Registration Statement, as supplemented by the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (JanOne Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lowest of such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.0001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Registration Statement pursuant to the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Avenue Therapeutics, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of shares (the “Shares”) of the Company’s Class B Subordinate Voting Shares common stock, $0.001 par value per share (the Class B Shares” and such Class B Shares offered and sold hereunder, the “SharesCommon Stock”), that does not exceed (a) the number or dollar amount of Class B Shares shares of Common Stock registered on the Registration Statement and as reflected on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Shares shares of Common Stock (less the number of Class B Shares shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of Class B Shares shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Aprea Therapeutics, Inc.)

Sale and Delivery of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of the Company’s Class B Subordinate Voting Shares ordinary shares, par value $0.12 per share (the Class B Ordinary Shares” and such Class B the Ordinary Shares offered issued and sold issuable hereunder, the “Shares”), that does not exceed (a) the number or dollar amount of Class B Ordinary Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Class B Ordinary Shares (less the number of Class B Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stockshare capital), or (c) the number or dollar amount of Class B Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance. Each of the Company and the Manager hereby agree and acknowledge that all sales and solicitations of sales of Shares by the Manager as agent of the Company shall be made solely in the United States and not on or through the facilities of the Canadian Securities Exchange or any other Canadian trading market.

Appears in 1 contract

Samples: At the Market Offering Agreement (Guardforce AI Co., Ltd.)

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