Common use of True-Ups Clause in Contracts

True-Ups. All of the Shares to be issued to the Consultant hereunder shall be considered to be “Investor Registrable Securities” under the Registration Rights Agreement dated May 24, 2021 and June 3, 2021 (“Registration Rights Agreement”) by and between the Investor and the Company and shall have all of the rights that the other such Investor Registrable Securities have in accordance therewith. In addition, for good and valuable consideration, the receipt of which is hereby acknowledged by the Company, if the closing price of one share of the Common Stock issued under the Consulting Agreement as amended, on its first day of trading on a national securities exchange immediately following the date upon which the Lock-Up expires, is below the per share offering price in the Company’s final prospectus, the Company agrees to issue to the Consultant, without further payment by the Consultant, a number of shares of Common Stock (“Additional Shares”) equal to the following formula: ● Step 1: X multiplied by CP = Y ● Step 2: X multiplied by OP = W ● Step 3: If W is equal to Y, there shall be no adjustment;

Appears in 5 contracts

Samples: Consulting Agreement (Adamas One Corp.), Consulting Agreement (Adamas One Corp.), Consulting Agreement (Adamas One Corp.)

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True-Ups. All of the Additional Incentive Shares to be issued to the Consultant Investor hereunder shall be considered to be “Investor Registrable Securities” under the Registration Rights Agreement dated May 24, 2021 and June 3, 2021 (“Registration Rights Agreement”) by and between the Investor and the Company and shall have all of the rights that the other such Investor Registrable Securities have in accordance therewith. In addition, for good and valuable consideration, the receipt of which is hereby acknowledged by the Company, if the closing price of one share of the Common Stock issued under the Consulting this Extension Agreement as amended, on its first day of trading on a national securities exchange immediately following the date upon which the Lock-Up expires, is below the per share offering price in the Company’s final prospectus, the Company agrees to issue to the ConsultantInvestor, without further payment by the Consultant, Investor a number of shares of Common Stock (“Additional Shares”) equal to the following formula: ● Step 1: X multiplied by CP = Y ● Step 2: X multiplied by OP = W ● Step 3: If W is equal to Y, there shall be no adjustment;

Appears in 4 contracts

Samples: Second Extension Agreement (Adamas One Corp.), Third Extension Agreement (Adamas One Corp.), Fourth Extension Agreement (Adamas One Corp.)

True-Ups. All of the Additional Incentive Shares to be issued to the Consultant Investor hereunder shall be considered to be “Investor Registrable Securities” under the Registration Rights Agreement dated May 24, 2021 and June 3August 17, 2021 (“Registration Rights Agreement”) by and between the Investor and the Company and shall have all of the rights that the other such Investor Registrable Securities have in accordance therewith. In addition, for good and valuable consideration, the receipt of which is hereby acknowledged by the Company, if the closing price of one share of the Common Stock issued under the Consulting this Extension Agreement as amended, on its first day of trading on a national securities exchange immediately following the date upon which the Lock-Up expires, is below the per share offering price in the Company’s final prospectus, the Company agrees to issue to the ConsultantInvestor, without further payment by the Consultant, Investor a number of shares of Common Stock (“Additional Shares”) equal to the following formula: ● Step 1: X multiplied by CP = Y ● Step 2: X multiplied by OP = W ● Step 3: If W is equal to Y, there shall be no adjustment;

Appears in 2 contracts

Samples: Extension Agreement (Adamas One Corp.), Extension Agreement (Adamas One Corp.)

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True-Ups. All of the Additional Incentive Shares to be issued to the Consultant Investor hereunder shall be considered to be “Investor Registrable Securities” under the Registration Rights Agreement dated May 24, 2021 and June 3, 2021 (“Registration Rights Agreement”) by and between the Investor and the Company and shall have all of the rights that the other such Investor Registrable Securities have in accordance therewith. In addition, for good and valuable consideration, the receipt of which is hereby acknowledged by the Company, if the closing price of one share of the Common Stock issued under the Consulting this Extension Agreement as amended, on its first day of trading on a national securities exchange immediately following the date upon which the Lock-Up expires, is below the per share offering price in the Company’s final prospectus, the Company agrees to issue to the ConsultantInvestor, without further payment by the Consultant, Investor a number of shares of Common Stock (“Additional Shares”) equal to the following formula: ● Step 1: X multiplied by CP = Y ● Step 2: X multiplied by OP = W ● Step 3: If W is equal to Y, there shall be no adjustment;Fifth Extension Agreement 2

Appears in 1 contract

Samples: Fifth Extension Agreement (Adamas One Corp.)

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