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Series A Purchasers Sample Clauses

Series A Purchasers. Section 1(a).

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• PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

• SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debentures and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Private Placement of Convertible Debentures and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible debentures and warrants, as of , 200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least (i) 300% of the number of Conversion Shares issued and issuable pursuant to the convertible debentures as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

• Subsequent Closing Upon receipt of Shareholder Approval, the completion of the purchase and sale of the Subsequent Shares and Subsequent Warrants (the “Subsequent Closing,” together with the Original Closing, the “Closings”) shall occur on a date mutually agreed by the Investor, the Company and the Placement Agent (the “Subsequent Closing Date”), which date shall not be later than the earlier of two Business Days following receipt of the Shareholder Approval and 60 days following the Initial Closing Date (the “Subsequent Outside Date”). At the Subsequent Closing, the Company shall deliver to the Investor one or more certificates representing the number of Subsequent Shares and Subsequent Warrants, respectively, set forth in paragraph 2(b) of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by the Investor. In exchange for the delivery of the certificates representing such Subsequent Shares and Subsequent Warrants, the Investor shall deliver the Subsequent Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 5.1 The Company’s obligation to issue and sell the Subsequent Shares and Subsequent Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of an executed copy of this Agreement; (b) the accuracy in all material respects when made and on the Subsequent Closing Date of the representations and warranties made by the Investor in this Agreement and the fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Subsequent Closing in all material respects; (c) the execution and delivery by the Investor of the Registration Rights Agreement; (d) prior receipt by the Company of the Subsequent Purchase Price; (e) the execution and delivery by the Investor of a cross receipt, substantially in the form attached hereto as Exhibit I (the “Subsequent Cross Receipt”), evidencing receipt of the Subsequent Shares and Subsequent Warrants; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into the Agreements or to consummate the transactions contemplated hereby and thereby; and (g) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.2 The Investor’s obligation to purchase the Subsequent Shares and Subsequent Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the delivery to the Investor of a legal opinion, dated the Subsequent Closing Date, from counsel to the Company, substantially in the form attached hereto as Exhibit G; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Subsequent Closing Date; (c) the execution and delivery by the Company of the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Subsequent Closing Date; (e) the execution and delivery by the Company of the Subsequent Cross Receipt evidencing receipt of the Subsequent Purchase Price; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (g) the completion of the Second Humble Transaction, to occur simultaneously with the Subsequent Closing; (h) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled; and (i) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.3 In the event that the Subsequent Closing does not occur on or before the Subsequent Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth above (and such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the Investor no later than one (1) Business Day following the Subsequent Outside Date and the Investor shall have no further obligations hereunder.

• Firm Securities 1.1.1 Insiders.................................................................2.26 Intangibles..............................................................2.22

• SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.