These Terms and the rights and obligations of the. Parties hereunder shall be governed by, and construed in accordance with, the laws of the state of Florida, without giving effect to the principles of choice of law thereof.
These Terms and the rights and obligations of the Sample Clauses
Related to These Terms and the rights and obligations of the
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Rights and Obligations of Both Parties 5.1 Party A’s rights and Obligations
Rights and Obligations of the Parties 2.1 During the term of this Agreement, Party A’s rights and obligations include:
Rights and Obligations of Party B 1. Party B’s Rights
Rights and Obligations of Members A. No Member shall be obligated to make capital contributions to the Company except as provided in Section 9A.
Rights and Obligations of Party A I. Rights of Party A
Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.
Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.
Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:
