Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.
Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 5, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 5 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Disclosure Package.
Acknowledgements of Parties. If Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive or shall receive any new or additional membership or stock certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Interests, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and promptly deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated regular membership interest power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the obligations. Until the obligations are indefeasibly paid and performed in full, any sums paid to Pledgor upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Pledged Entities shall be paid over to Lender to be held by it hereunder as additional security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to Lender to be held by it, subject to the terms hereof, as additional security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional security for the Obligations.
Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Final Circular.
Acknowledgements of Parties. Each of the parties hereto hereby acknowledges that it is a sophisticated business person, was represented by counsel during the negotiations regarding the provisions hereof, including, without limitation, this Section 7, and is fully informed regarding such provisions. Each of the parties hereto hereby further acknowledges that the provisions of this Section 7 fairly allocate the risks in light of the ability of such party to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.
Acknowledgements of Parties. If Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive or shall receive any limited liability company or member certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Interests, or otherwise in respect thereof, Pledgor shall accept the same as Secured Party’s agent, hold the same in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, duly endorsed by Pledgor to Secured Party, if required, together with an undated limited liability company interest power covering such certificate duly executed in blank and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party hereunder as additional security for its Secured Obligations.
Acknowledgements of Parties. The Parties acknowledge and agree that for the purposes of the Agreement and this Amendment, the IPO Per Share Price shall be equal to AUS$13.56. The Parties also acknowledge and agree that 1,105,846 shares of Parent Common Stock were issued to the Shareholders as designated by the Transferors upon Closing as Stock Consideration pursuant Section 2.5 of the Agreement, with each such share valued at the IPO Per Share Price for a total value of AUS$15,000,000. The Parties further acknowledge and agree that, upon their entry into this Amendment, the Transferors have duly elected to exercise their right under Section 2.5 (as amended herein) to cause the Acquiring Parties to repurchase, or otherwise compensate Transferors for, all such shares in accordance with the provisions of this Amendment. For the purposes of this Amendment, all provisions, acknowledgements, and references herein relating to shares owned, held, to be sold by, or to be repurchased from the “Transferors” shall necessarily include and apply equally on a pro rata basis to the Shareholders, and the Shareholders hereby agree to be bound by all such provisions as the designated recipients of the Parent Common Stock. The Transferors and the Shareholders further represent that all of the 1,105,846 shares of Stock Consideration remain collectively held by the Shareholders in the allocations listed in “Exhibit A” hereto, free and clear of all liens as of the date hereof, and agree not to sell, encumber, or otherwise dispose of said shares except in accordance with this Amendment or with the express written consent of Parent.
Acknowledgements of Parties. The parties acknowledge:
Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Schedule I, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Schedule I fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the SEC Filings as required by the Act and the Exchange Act.
Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Schedule I, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Schedule I fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the SEC Filings as required by the Act and the Exchange Act. Exhibit A-1 Form of PA Warrant THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE CLOSING DATE (AS DEFINED HEREIN). THIS UNDERWITER’S WARRANT IS NOT EXERCISABLE PRIOR TO AUGUST 18, 2021. VOID AFTER 5:00 P.M., EASTERN TIME, FEBRUARY 17, 2026. WARRANT TO PURCHASE COMMON SHARES PYXIS TANKERS INC. Common Share Warrants or Warrant Securities: [____]1 Initial Exercise Date: August 18, 2021 THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, [ ], or his, her or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 18, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on February 19, 2026, the date that is five (5) years following the Closing Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Pyxis Tankers Inc., a corporation formed under the laws of the Republic of the Xxxxxxxx Islands (the “Company”), up to [ ] common shares, par value $0.001 per share, of the Company (interchangeably, the “Common Shares or “Warrant Securities”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
