Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Forward Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Purchaser agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.), Forward Purchase Agreement (Gesher I Acquisition Corp.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events shall be occurring:
(a) the effectiveness of a Registration Statement registering the Forward sale or resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for sale or resale of any or all of the Securities to be issued to the Investor under the Transaction Documents that are required to be included therein, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one Registration Statement with another Registration Statement, and from time to time to require the Purchaser not to sell under the Forward including (without limitation) by terminating a prior Registration Statement or to suspend when it is effectively replaced with a new Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) Registration Statement that have not theretofore been resold are included in the Forward superseding (or new) Registration Statement Statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of at least one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Common Stock from The Nasdaq Capital Market provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company ; or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares or if the Company fails to maintain the service of its Transfer Agent (or a successor Transfer Agent) with respect to the issuance of Purchase Shares under this Agreement, including but not limited to, maintaining the effectiveness of the Commencement Irrevocable Transfer Agent Instructions, payment of all fees owed to the Transfer Agent and satisfaction of all conditions required by the Transfer Agent to issue Purchase Shares pursuant to the Commencement Irrevocable Transfer Agent Instructions. In addition to any other rights and remedies under Applicable Law and this Agreement, so long as (i) a Suspension Event has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing or (ii) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(d) in order hereof), the Company shall not deliver to comply with applicable legalthe Investor any Regular Purchase Notice, regulatory, self-regulatory Accelerated Purchase Notice or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 2 contracts
Samples: Purchase Agreement (Meta Materials Inc.), Purchase Agreement (Meta Materials Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration StatementStatement registering the Securities lapses for any reason (including, and from time to time to require without limitation, the Purchaser not to sell under issuance of a stop order or similar order), the Forward Registration Statement or to suspend the effectiveness thereof, if Prospectus is unavailable for the negotiation or consummation of a transaction sale by the Company to the Investor (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement), and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where: (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a new registration statement, including, without limitation, when the Registration Statement is effectively replaced with a new registration statement covering Securities (provided in the Forward Registration Statement case of material information this clause (ii) that all of the Securities covered by the superseded or terminated registration statement that have not theretofore been sold to the Investor are included in the superseding or new registration statement);
(b) the suspension of the Common Stock from trading or the failure of the Common Stock to be listed on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from The Nasdaq Capital Market (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue (i) the Initial Commitment Shares to the Investor within two (2) Business Days after the Commencement Date, in each case during any twelve-month period. Upon receipt of any written notice from (ii) the Additional Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof, or (iii) Purchase Shares to the Investor within two (2) Business Days after the Regular Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if, at any time, the Purchaser will Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if, at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(f) hereof), and the stockholder approval referred to in Section 2(f)(i) has not been obtained in accordance with the applicable rules of The Nasdaq Stock Market. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Accelerated Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Clene Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a Registration Statement registering the Forward sale or resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for sale or resale of any or all of the Securities to be issued to the Investor under the Transaction Documents that are required to be included therein, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one Registration Statement with another Registration Statement, and from time to time to require the Purchaser not to sell under the Forward including (without limitation) by terminating a prior Registration Statement or to suspend when it is effectively replaced with a new Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) Registration Statement that have not theretofore been resold are included in the Forward superseding (or new) Registration Statement Statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of at least one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Common Stock from The Nasdaq Global Market provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company is at any time insolvent, or, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company ; or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares or if the Company fails to maintain the service of its Transfer Agent (or a successor Transfer Agent) with respect to the issuance of Purchase Shares under this Agreement, including but not limited to, maintaining the effectiveness of the Commencement Irrevocable Transfer Agent Instructions, payment of all fees owed to the Transfer Agent and satisfaction of all conditions required by the Transfer Agent to issue Purchase Shares pursuant to the Commencement Irrevocable Transfer Agent Instructions. In addition to any other rights and remedies under applicable law and this Agreement, so long as (i) a Suspension Event has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing or (ii) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(e) in order hereof), the Company shall not deliver to comply with applicable legalthe Investor any Regular Purchase Notice, regulatory, self-regulatory Accelerated Purchase Notice or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Forward Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Purchaser agrees that (i) it will immediately discontinue offers Pubco may suspend the use of a prospectus that is part of any Resale Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under included therein pursuant to such Resale Shelf Registration Statement) by providing written notice to the Forward holders of Registrable Securities if the board of directors of Pubco reasonably determines in good faith that the offer or sale of Registrable Securities would be expected to have a detrimental effect on any proposal or plan by Pubco or any subsidiary thereof to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or would require Pubco to disclose any material nonpublic information which would reasonably be likely to be detrimental to Pubco and its subsidiaries. Pubco may suspend the effectiveness of a Registration Statement (excludingfiled hereunder pursuant to Section 1(a) or delay or suspend a takedown offering pursuant to Section 2(a) only once in any consecutive twelve-month period; provided that, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Pubco may in any event delay or suspend the Purchaser receives copies effectiveness of a supplemental or amended prospectus (which takedown offering in the Company agrees case of an event described under Section 5(g) to promptly prepare) that corrects the misstatement(s) or omission(s) referred enable it to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and comply with its obligations set forth in Section 5(f).
(ii) it will maintain In the confidentiality case of an event that causes Pubco to suspend the use of any information included Resale Shelf Registration as set forth in such written Section 2(c)(i) or pursuant to Section 5(g) (a “Suspension Event”), Pubco shall promptly give a notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Purchaser will deliver to the Company orholders of Registrable Securities registered pursuant to such Shelf Registration (a “Suspension Notice”), in the Purchaser’s sole discretion destroy, all copies to suspend sales of the prospectus covering the Registrable Securities and, subject to the MNPI Provisions, such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (provided that in each notice Pubco shall not disclose the Purchaser’s possession; provided, however, that this obligation basis for such suspension or any material non-public information to deliver or destroy all copies any Investor unless otherwise requested in writing by such Investor). Pubco shall use reasonable best efforts to make the Resale Shelf Registration Statement available for the sale by Investors of the prospectus covering the Registrable Securities as soon as practicable following a Suspension Event. A holder of Registrable Securities shall not apply effect any sales of the Registrable Securities pursuant to such Resale Shelf Registration (ior such filings) at any time after it has received a Suspension Notice from Pubco and prior to receipt of an End of Suspension Notice (as defined below); provided, for the avoidance of doubt, that the foregoing shall not restrict or otherwise affect the consummation of any sale pursuant to a contract entered into, or order placed, by any holder prior to the extent delivery the Purchaser Suspension Notice. Subject to the MNPI Provisions, each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of Pubco until such time as the information contained therein is required or becomes available to retain a copy of such prospectus (a) in order to comply with applicable legalthe public generally, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers other than as a result of automatic data back-updisclosure by such holder in breach of the terms of this Agreement. The holders of Registrable Securities may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf Registration (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from Pubco, which End of Suspension Notice shall be given by Pubco to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the conclusion of any Suspension Event.
Appears in 1 contract
Samples: Registration Rights Agreement (Oncology Institute, Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any three hundred sixty-five (365)-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement superseding (or new) registration statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from the NYSE American LLC (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue (i) the Initial Commitment Shares to the Investor within two (2) Business Days after the Closing Date, in each case during any twelve-month period. Upon receipt of any written notice from (ii) the Additional Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof, or (iii) Purchase Shares to the Investor within two (2) Business Days after the Regular Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant, or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Purchaser will Exchange Cap is reached, and the stockholder approval referred to in Section 2(e)(i) has not been obtained in accordance with the applicable rules of the Principal Market. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroyAccelerated Purchase Notice, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (iBio, Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A "Suspension Event" shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement superseding (or new) registration statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from the NYSE American LLC (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue (i) the Initial Commitment Shares to the Investor within two (2) Business Days after the Closing Date, in each case during any twelve-month period. Upon receipt of any written notice from (ii) the Additional Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof, or (iii) Purchase Shares to the Investor within two (2) Business Days after the Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Purchaser will Exchange Cap is reached, and the stockholder approval referred to in Section 2(e)(i) has not been obtained in accordance with the applicable rules of the Principal Market. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Accelerated Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Suspension Events. Notwithstanding anything A “Suspension Event” shall be deemed to have occurred at any time subsequent to the contrary in this AgreementClosing as any of the following events occurs and continues, the Company shall be entitled to delay taking into account any applicable grace or postpone cure period:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement of material information that superseding (or new) registration statement).
(b) the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination suspension of the Company’s board New Common Stock from trading on the Principal Market for a period of directorsone (1) Business Day (other than in connection with a general suspension of trading on the Principal Market), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, provided that the Company may not delay or suspend direct the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case Investor to purchase any shares of New Common Stock during any twelve-month period. Upon receipt such suspension;
(c) the delisting of any written notice the New Common Stock from the Company Principal Market if the shares of New Common Stock are not immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the happening of foregoing);
(d) the failure for any Suspension Event during reason by the period that Transfer Agent to issue (i) the Forward Registration Statement Commitment Shares to the Investor within three (3) Business Days after the date on which the Investor is effective entitled to receive such Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company or Xxxxxx breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Company Material Adverse Effect or a Xxxxxx Material Adverse Effect (as a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinapplicable) and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary; or
(i) if at any time the Company is not eligible to transfer its New Common Stock electronically as DWAC Shares. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or subpoena. If so directed by the Companyif any event which, after notice and/or lapse of time, would become a Suspension Event, has occurred and is continuing, the Purchaser will Company shall not deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Investor any Regular Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAccelerated Purchase Notice.
Appears in 1 contract
Suspension Events. Notwithstanding anything In addition to the contrary in any other rights and remedies under applicable law and this Agreement, so long as a “Suspension Event” has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any shares of Common Stock under this Agreement. For the avoidance of doubt, following a Suspension Event, purchases by the Investor pursuant to Section 2 hereof may resume as soon as such Suspension Event has been resolved. A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration Statement registering the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable for the resale by the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents, and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a New Registration Statement, and from time to time to require including (without limitation) when the Purchaser not to sell under the Forward Registration Statement or to suspend is effectively replaced with a New Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event terminated) registration statement that have not theretofore been sold to the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company Investor are included in the Forward Registration Statement superseding (or new) registration statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)Common Stock from The Nasdaq Capital Market; provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, the NYSE American, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar days, in each case during the failure for any twelve-month period. Upon receipt of any written notice from reason by the Transfer Agent to issue Purchase Shares to the Investor by the second Business Day after the applicable Regular Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach could have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the Purchaser agrees entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply ;
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(e) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (bhereof) and the Company’s shareholders have not approved the transactions contemplated by this Agreement in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result the applicable rules and regulations of automatic data back-upthe Principal Market.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement of material information that superseding (or new) registration statement);
(b) the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination suspension of the Company’s board Common Stock from trading on the Principal Market for a period of directorsone (1) Business Day, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, provided that the Company may not delay direct the Investor to purchase any shares of Common Stock during any such suspension;
(c) the delisting of the Common Stock from The Nasdaq Capital Market (or suspend any nationally recognized successor thereto), unless the Forward Registration Statement Common Stock is then immediately thereafter trading on more than two occasions or for more than sixty (60) consecutive calendar daysThe Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Purchaser will Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(e) hereof), and the stockholder approval referred to in Section 2(e)(i) has not been obtained in accordance with the applicable rules of The Nasdaq Stock Market. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Accelerated Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration StatementStatement registering the Securities lapses for any reason (including, and from time to time to require without limitation, the Purchaser not to sell under issuance of a stop order or similar order) or any of the Forward Canadian Base Prospectus, the Registration Statement or to suspend any Prospectus is unavailable for the effectiveness thereof, if the negotiation or consummation of a transaction sale by the Company to the Investor (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements for the use of a registration statement on Form F-10 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement), and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period;
(b) the Forward Registration Statement suspension of material information the Common Shares from trading or the failure of the Common Shares, including the Securities, to be listed on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure of which in Investor to purchase any Common Shares during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Shares from the NYSE American (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Shares are not delay or suspend immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue as DWAC Shares (i) the Commitment Shares to the Investor within two (2) Business Days after the Commencement Date, in each case during any twelve-month period. Upon receipt of any written notice from or (ii) Purchase Shares to the Investor within two (2) Business Days after the applicable Regular Purchase Date or Accelerated Purchase Date on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if, at any time, the Purchaser will Company is not eligible to transfer its Common Shares electronically as DWAC Shares; or
(j) if, at any time after the Commencement Date, the Company has issued an aggregate number of Common Shares with respect to which the Exchange Cap applies under the applicable rules of the NYSE American equal to the Exchange Cap, and the Company has not then obtained the shareholder approval referred to in Section 2(h)(i) hereof in accordance with the applicable rules of the NYSE American. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Investor any Regular Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAccelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Cybin Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration StatementStatement registering the Securities lapses for any reason (including, and from time to time to require without limitation, the Purchaser not to sell under issuance of a stop order or similar order), the Forward Registration Statement or to suspend the effectiveness thereof, if Prospectus is unavailable for the negotiation or consummation of a transaction sale by the Company to the Investor (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement), and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where: (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a new registration statement, including, without limitation, when the Registration Statement is effectively replaced with a new registration statement covering Securities (provided in the Forward Registration Statement case of material information this clause (ii) that all of the Securities covered by the superseded or terminated registration statement that have not theretofore been sold to the Investor are included in the superseding or new registration statement);
(b) the suspension of the Common Stock from trading or the failure of the Common Stock to be listed on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from The Nasdaq Capital Market (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue (i) the Initial Commitment Shares to the Investor within two (2) Business Days after the Commencement Date, in each case during any twelve-month period. Upon receipt of any written notice from (ii) the Additional Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof, or (iii) Purchase Shares to the Investor within two (2) Business Days after the Regular Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law US_ACTIVE-174354094.6 or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Companyliquidation of the Company or any Subsidiary;
(i) if, at any time, the Purchaser will Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if, at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(f) hereof), and the stockholder approval referred to in Section 2(f)(i) has not been obtained in accordance with the applicable rules of The Nasdaq Stock Market LLC. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Accelerated Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Phunware, Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration StatementStatement registering the Securities lapses for any reason (including, and from time to time to require without limitation, the Purchaser not to sell under issuance of a stop order or similar order) or the Forward Registration Statement or to suspend the effectiveness thereof, if Prospectus is unavailable for the negotiation or consummation of a transaction sale by the Company to the Investor (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement), and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period;
(b) the Forward Registration Statement suspension of material information the Common Stock from trading on the Principal Market for a period of three (3) consecutive Business Days, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon Common Stock from the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)NASDAQ Capital Market; provided, however, that the Common Stock is not immediately thereafter trading on the New York Stock Exchange, the NASDAQ Global Market, he NASDAQ Global Select Market, the NYSE American, the NYSE Arca or the OTC Bulletin Board, OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing). If at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval is obtained pursuant to Section 2(f) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Regular Purchase Notice or Accelerated Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may not delay issue under this Agreement without breaching the Company’s obligations under the rules or suspend regulations of the Forward Registration Statement Principal Market;
(d) the failure for any reason by the Transfer Agent to issue (i) the Additional Commitment Shares to the Investor within three (3) Business Days after the date on more than two occasions which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date, Accelerated Purchase Date or for more than sixty Additional Accelerated Purchase Date (60as applicable) consecutive calendar days, or more than ninety on which the Investor is entitled to receive such Securities;
(90e) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach could have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary; or
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or subpoena. If so directed by the Companyif any event which, after notice and/or lapse of time, would become a Suspension Event, has occurred and is continuing, the Purchaser will Company shall not deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Investor any Regular Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAccelerated Purchase Notice.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a Registration Statement registering the Forward sale or resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for sale or resale of any or all of the Securities to be issued to the Investor under the Transaction Documents that are required to be included therein, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one Registration Statement with another Registration Statement, and from time to time to require the Purchaser not to sell under the Forward including (without limitation) by terminating a prior Registration Statement or to suspend when it is effectively replaced with a new Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) Registration Statement that have not theretofore been resold are included in the Forward superseding (or new) Registration Statement Statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of at least one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from The Nasdaq Global Select Market, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Securities;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company is at any time insolvent, or, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company ; or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares or if the Company fails to maintain the service of its Transfer Agent (or a successor Transfer Agent) with respect to the issuance of Purchase Shares under this Agreement, including but not limited to, maintaining the effectiveness of the Commencement Irrevocable Transfer Instructions, payment of all fees owed to the Transfer Agent and satisfaction of all conditions required by the Transfer Agent to issue Purchase Shares pursuant to the Commencement Irrevocable Transfer Agent Instructions. In addition to any other rights and remedies under applicable law and this Agreement, so long as (i) a Suspension Event has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing or (ii) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(d) in order hereof), the Company shall not deliver to comply with applicable legalthe Investor any Regular Purchase Notice, regulatory, self-regulatory Accelerated Purchase Notice or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Humacyte, Inc.)
Suspension Events. Notwithstanding anything to the contrary in this AgreementSection 4.6, each Seller agrees that upon a Suspension Event and Parent’s delivery of notice pertaining thereto, then each Seller and its assignees will forthwith refrain from and discontinue such Seller’s or assignee’s disposition of any Registrable Securities pursuant to the Company Registration Statement until the time of such Seller’s receipt of copies of a supplement to or an amendment of such prospectus that has been prepared and filed by Parent or until such Seller is advised in writing by Parent that the current Registration Statement may be used. The notice shall include an estimate, subject to the Knowledge of Parent, of the duration of the Suspension Event. The receipt of any notice by the Sellers with respect to a Suspension Event shall not be disclosed, and shall be entitled to delay or postpone the effectiveness of the Forward Registration Statementkept in strict confidence, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company Sellers or its subsidiaries is pending their assignees, except to the extent necessary to enable the Sellers or an event has occurred, which negotiation, consummation their assignees to comply with this Section 4.7 or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements law or legal process. For the purposes of this Agreement, a suspension event shall mean any of the following events (each such circumstanceeach, a “Suspension Event”); provided, however, that ):
(a) the Company may not delay issuance by the SEC or suspend the Forward Registration Statement on more than two occasions any other Governmental or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt Regulatory Authority of any written notice from stop order suspending the Company of the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result effectiveness of a Suspension Event the Forward Registration Statement or related prospectus contains the initiation of any proceedings for that purpose,
(b) the receipt by Parent of any notification with respect to the suspension or the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose,
(c) any event or circumstance which necessitates the making of any changes in the Registration Statement, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omits any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus included in the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made (in the case of the prospectus) made, not misleading, or
(d) a good faith determination of Parent that continued use by the Purchaser agrees that (i) it will immediately discontinue Sellers of the Registration Statement for purposes of effecting offers and or sales of the Registrable Securities pursuant thereto would require, under the Forward Securities Act, premature disclosure in the Registration Statement (excludingof material, for nonpublic information concerning Parent, its business or prospects or any proposed material transaction involving Parent and that it is necessary to suspend the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified use by the Company that it may resume Sellers of such Registration Statement for purposes of effecting offers and sales, and (ii) it will maintain the confidentiality or sales of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upthereto.
Appears in 1 contract
Suspension Events. Notwithstanding anything In addition to the contrary in any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any shares of Common Stock under this Agreement. For the avoidance of doubt, following a Suspension Event, purchases by the Investor pursuant to Section 2 hereof may resume as soon as such Suspension Event has been resolved. A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration Statement registering the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable for the resale by the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents, and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a New Registration Statement, and from time to time to require including (without limitation) when the Purchaser not to sell under the Forward Registration Statement or to suspend is effectively replaced with a New Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event terminated) registration statement that have not theretofore been sold to the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company Investor are included in the Forward Registration Statement superseding (or new) registration statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)Common Stock from The Nasdaq Capital Market; provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, the NYSE American, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar days, in each case during the failure for any twelve-month period. Upon receipt of any written notice from reason by the Transfer Agent to issue (i) the Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor by the second Business Day after the applicable Regular Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the Purchaser agrees entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply ;
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(e) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (bhereof) and the Company’s stockholders have not approved the transactions contemplated by this Agreement in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result the applicable rules and regulations of automatic data back-upthe Principal Market.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of a Registration Statement registering the Forward sale or resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for sale or resale of any or all of the Securities to be issued to the Investor under the Transaction Documents that are required to be included therein, but excluding a lapse or unavailability where (i) the Company terminates a Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one Registration Statement with another Registration Statement, and from time to time to require the Purchaser not to sell under the Forward including (without limitation) by terminating a prior Registration Statement or to suspend when it is effectively replaced with a new Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) Registration Statement that have not theretofore been resold are included in the Forward superseding (or new) Registration Statement Statement);
(b) the suspension of material information the Common Stock from trading on the Principal Market for a period of at least one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); Common Stock from The Nasdaq Capital Market provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company is at any time insolvent, or, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company, the Purchaser will deliver to the Company ; or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares or if the Company fails to maintain the service of its Transfer Agent (or a successor Transfer Agent) with respect to the issuance of Purchase Shares under this Agreement, including but not limited to, maintaining the effectiveness of the Commencement Irrevocable Transfer Agent Instructions, payment of all fees owed to the Transfer Agent and satisfaction of all conditions required by the Transfer Agent to issue Purchase Shares pursuant to the Commencement Irrevocable Transfer Agent Instructions. In addition to any other rights and remedies under applicable law and this Agreement, so long as (i) a Suspension Event has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing or (ii) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(d) in order hereof), the Company shall not deliver to comply with applicable legalthe Investor any Regular Purchase Notice, regulatory, self-regulatory Accelerated Purchase Notice or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Veru Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration StatementStatement registering the Securities lapses for any reason (including, and from time to time to require without limitation, the Purchaser not to sell under issuance of a stop order or similar order), the Forward Registration Statement or to suspend the effectiveness thereof, if Prospectus is unavailable for the negotiation or consummation of a transaction sale by the Company to the Investor (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure resale by the Investor) of any or all of the Securities to be issued to the Investor under the Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement), and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where: (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a new registration statement, including, without limitation, when the Registration Statement is effectively replaced with a new registration statement covering Securities (provided in the Forward Registration Statement case of material information this clause (ii) that all of the Securities covered by the superseded or terminated registration statement that have not theretofore been sold to the Investor are included in the superseding or new registration statement);
(b) the suspension of the Common Stock from trading or the failure of the Common Stock to be listed on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(c) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directorsCommon Stock from The Nasdaq Capital Market (or any nationally recognized successor thereto), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE American, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue (i) the Commitment Shares to the Investor within two (2) Business Days after the Commencement Date, in each case during any twelve-month period. Upon receipt of any written notice from or (ii) Purchase Shares to the Investor within two (2) Business Days after the Regular Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company;
(i) if, at any time, the Purchaser will Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if, at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(f) hereof), and the stockholder approval referred to in Section 2(f)(i) has not been obtained in accordance with the applicable rules of The Nasdaq Stock Market LLC. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Regular Purchase Notice, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver Accelerated Purchase Notice or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAdditional Accelerated Purchase Notice.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Forward Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in In the case of the prospectushappening and ----------------- during the continuance of any of the following events (herein called "Suspension Events"):
(a) not misleadingany representation or warranty in any Fundamental Document or otherwise in connection with this Credit Agreement, or any statement or representation made in any report, financial statement, certificate or other document furnished by the Sponsor or on behalf of itself or the Borrower to the Administrative Agent, the Purchaser agrees that Fronting Bank or any Lender under or in connection with any Fundamental Document shall prove to have been false or misleading in any material respect when made, deemed to be made or delivered;
(b) the holder of any Indebtedness of the Sponsor shall have accelerated the maturity of such Indebtedness; or
(c) final judgment(s) for the payment of money shall be rendered against the Sponsor in an amount in excess of $500,000 which within thirty (30) days from the entry of such judgment shall not have been discharged or stayed pending appeal or which shall not have been discharged or bonded in full within thirty (30) days from the entry of a final order of affirmance on appeal; then, in every such event and at any time thereafter during the continuance of such event, the Administrative Agent may, or if directed by the Required Lenders shall (i) it will immediately discontinue offers and sales of suspend the Registrable Securities under Commitments in whole or the Forward Registration Statement (excludingportion thereof not related to films theretofore delivered to the Borrower, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent that Letters of Credit have been issued with regard to Declared Qualifying Pictures that have not yet been delivered to the Purchaser is required Borrower, accept delivery thereof on the satisfaction of the drawing requirements specified in the appropriate Letters of Credit and enter into distribution agreements with other persons to retain distribute such additional films and for films theretofore delivered and apply all the proceeds thereof not retained by the relevant distributor to the repayment of the Obligations in a copy manner consistent with Section 7 of such prospectus the Sponsor Agreement and (aiii) eliminate any allocations to the Sponsor under Section 7 of the Sponsor Agreement with respect to films theretofore delivered other than as set forth in order to comply with applicable legalSections 7(a)(ii), regulatory7(a)(iii), self-regulatory or professional requirements or (b7(a)(iv), 7(b)(ii) in accordance with a bona fide pre-existing document retention policy or (iiand 7(b)(iii) to copies stored electronically on archival servers as a result of automatic data back-upthereof.
Appears in 1 contract
Samples: Credit and Security Agreement (Artisan Entertainment Inc)
Suspension Events. Notwithstanding anything In addition to the contrary in any other rights and remedies under applicable law and this Agreement, so long as a “Suspension Event” has occurred and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any shares of Common Stock under this Agreement. For the avoidance of doubt, following a Suspension Event, purchases by the Investor pursuant to Section 2 hereof may resume as soon as such Suspension Event has been resolved. A “Suspension Event” shall be entitled deemed to delay or postpone have occurred at any time as any of the following events occurs:
(a) the effectiveness of the Forward Registration Statement registering the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable for the resale by the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents, and any such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes the Registration Statement with a New Registration Statement, and from time to time to require including (without limitation) when the Purchaser not to sell under the Forward Registration Statement or to suspend is effectively replaced with a New Registration Statement covering Securities (provided in the effectiveness thereof, if case of this clause (ii) that all of the negotiation or consummation of a transaction Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event terminated) registration statement that have not theretofore been sold to the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company Investor are included in the Forward Registration Statement superseding (or new) registration statement); the suspension of material information the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company has a bona fide business purpose for keeping confidential and may not direct the non-disclosure Investor to purchase any shares of which in Common Stock during any such suspension;
(b) the Forward Registration Statement would be expected, in the reasonable determination delisting of the Company’s board of directors, upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”)Common Stock from The Nasdaq Capital Market; provided, however, that the Company may Common Stock is not delay or suspend immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar daysNew York Stock Exchange, the NYSE Arca, the NYSE American, the OTC Bulletin Board, or more than ninety the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (90or any nationally recognized successor to any of the foregoing); the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor by the second Business Day after the applicable Regular Purchase Date or Accelerated Purchase Date (as applicable) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from on which the Investor is entitled to receive such Purchase Shares;
(c) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach could have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days; if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(d) not misleadingif the Company pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the Purchaser agrees entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the liquidation of the Company;
(e) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or if at any time after the Commencement Date, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply Exchange Cap is reached (i) to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(e) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (bhereof) and the Company’s stockholders have not approved the transactions contemplated by this Agreement in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result the applicable rules and regulations of automatic data back-upthe Principal Market.
Appears in 1 contract
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay have occurred at any time as any of the following events occurs and continues, taking into account any applicable grace or postpone cure period:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement of material information that superseding (or new) registration statement).
(b) the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination suspension of the Company’s board Common Stock from trading on the Principal Market for a period of directorsone (1) Business Day (other than in connection with a general suspension of trading on the Principal Market), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, provided that the Company may not delay or suspend direct the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case Investor to purchase any shares of Common Stock during any twelve-month period. Upon receipt such suspension;
(c) the delisting of any written notice the Common Stock from the Company Principal Market if the shares of Common Stock are not immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Select Market, The New York Stock Exchange, The NYSE American, The NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the happening of foregoing);
(d) the failure for any Suspension Event during reason by the period that Transfer Agent to issue (i) the Forward Registration Statement Commitment Shares to the Investor within three (3) Business Days after the date on which the Investor is effective entitled to receive such Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;
(e) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if as such breach could have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by for all or substantially all of its property, or (iii) orders the Company, the Purchaser will deliver to liquidation of the Company or any Subsidiary; or, in the Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares. In addition to any other rights and remedies under applicable law and this Agreement, so long as (i) a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event, has occurred and is continuing, or (ii) if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Purchaser Exchange Cap is required applicable pursuant to retain a copy of such prospectus (aSection 2(f) in order hereof) the Company shall not deliver to comply with applicable legal, regulatory, self-regulatory the Investor any Regular Purchase Notice or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upAccelerated Purchase Notice.
Appears in 1 contract
Samples: Purchase Agreement (Zapata Computing Holdings Inc.)
Suspension Events. Notwithstanding anything to the contrary in this Agreement, the Company A “Suspension Event” shall be entitled deemed to delay have occurred at any time as any of the following events occurs and continues, taking into account any applicable grace or postpone cure period:
(a) the effectiveness of a registration statement registering the Forward Registration Statementresale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and from time to time to require such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Purchaser not to sell under Company terminates a registration statement after the Forward Registration Statement Investor has confirmed in writing that all of the Securities covered thereby have been resold or to suspend (ii) the effectiveness thereofCompany supersedes one registration statement with another registration statement, if including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the negotiation or consummation case of a transaction this clause (ii) that all of the Securities covered by the Company superseded (or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company terminated) registration statement that have not theretofore been resold are included in the Forward Registration Statement of material information that superseding (or new) registration statement);
(b) the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Forward Registration Statement would be expected, in the reasonable determination suspension of the Company’s board Common Stock from trading on the Principal Market for a period of directorsone (1) Business Day (other than in connection with a general suspension of trading of all securities on the Principal Market), upon the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, provided that the Company may not delay direct the Investor to purchase any shares of Common Stock during any such suspension;
(c) the delisting of the Common Stock from The Nasdaq Capital Market (or suspend any nationally recognized successor thereto), unless the Forward Registration Statement Common Stock is then immediately thereafter trading on more than two occasions or for more than sixty (60) consecutive calendar daysThe Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, or more than ninety the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (90or any nationally recognized successors thereto);
(d) total calendar daysthe failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the applicable Fixed Purchase Date, in each case during any twelve-month period. Upon receipt of any written notice from VWAP Purchase Date or Additional VWAP Purchase Date, as applicable, on which the Investor is entitled to receive such Purchase Shares;
(e) the Company of the happening of breaches any Suspension Event during the period that the Forward Registration Statement is effective representation, warranty, covenant or other term or condition under any Transaction Document if as such breach would reasonably be expected to have a result of a Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements thereinMaterial Adverse Effect and except, in light of the circumstances under which they were made (in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) consecutive Business Days;
(f) if any Person commences a proceeding against the prospectusCompany pursuant to or within the meaning of any Bankruptcy Law and such proceeding is not dismissed;
(g) not misleadingif the Company, pursuant to or within the Purchaser agrees meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward Registration Statement (excluding, is for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives copies of a supplemental or amended prospectus (which relief against the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and salesin an involuntary case, and (ii) it will maintain the confidentiality appoints a Custodian of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If for all or substantially all of its property, or (iii) orders the liquidation of the Company for so directed by long as such order, decree or similar action remains in effect;
(i) if at any time the CompanyCompany is not eligible to transfer its Common Stock electronically as DWAC Shares; or
(j) if at any time after the Commencement Date, the Purchaser will Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section 2(e) hereof), and the stockholder approval referred to in Section 2(e) has not been obtained in accordance with the applicable rules of the Principal Market. In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event has occurred and is continuing, the Company shall not deliver to the Company orInvestor any Fixed Purchase Notice, VWAP Purchase Notice or Additional VWAP Purchase Notice. Notwithstanding the foregoing, the foregoing sentence shall not be deemed to apply to any notice from Nasdaq received in the Purchaserfuture regarding the Company’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser is required to retain a copy of such prospectus (a) in order failure to comply with applicable legalthe continued listing standards of The Nasdaq Capital Market, regulatory, self-regulatory unless and until all compliance and appeal periods for such failure have lapsed or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-upexpired.
Appears in 1 contract
Samples: Securities Purchase Agreement (Salarius Pharmaceuticals, Inc.)
Suspension Events. 1.1.1 Notwithstanding anything to the contrary in this Agreementcontained herein, the Company shall be entitled to may delay or postpone the effectiveness filing of the Forward a Registration Statement, and from time to time to require the Purchaser Holders not to sell under the Forward Registration Statement or to suspend the use or effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Forward any such Registration Statement of if it determines that in order for the Registration Statement to not contain a material information that the Company has misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business purpose for keeping confidential and or financing transaction of the non-Company or would require premature disclosure of which in information that could materially adversely affect the Forward Company, or if the Commission issues any stop order suspending the effectiveness of any Registration Statement would be expected, in or indicates the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, intention to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements initiate any proceedings for such purpose (each such circumstance, a “Suspension Event”); provided, howeverthat, that (w) the Company may shall not so delay filing or so suspend the Forward use of the Registration Statement on more than two occasions or for a period of more than sixty (60) consecutive calendar days, days or more than ninety two (902) total calendar days, times in each case during any twelve-month period. three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Holder of such securities as soon as practicable thereafter.
1.1.2 Upon receipt of any written notice from the Company (which notice shall not contain any material nonpublic information regarding the Company) of the happening occurrence of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a Suspension Event the Forward Registration Statement or related prospectus Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectusProspectus) not misleading, the Purchaser each Holder agrees that (i) it will immediately discontinue offers and sales of the any Registrable Securities under the Forward Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser such Holder receives copies of a supplemental or amended prospectus Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law law, subpoena or subpoenaregulatory request or requirement. If so directed by the Company, the Purchaser each Holder will deliver to the Company orCompany, or in the Purchasersuch Holder’s sole discretion destroy, all copies of the prospectus Prospectus covering the Registrable Securities in the Purchasersuch Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus Prospectus covering the Registrable Securities shall not apply (iw) to the extent the Purchaser such Holder is required to retain a copy of such prospectus Prospectus (aA) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (bB) in accordance with a bona fide pre-existing document retention policy or (iix) to copies stored electronically on archival servers as a result of automatic data back-up.
Appears in 1 contract
