Examples of Purchase Price Date in a sentence
Accordingly, Xxxxxx and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
You further acknowledge that Company and Investor and their respective securities counsel have agreed that it is their expectation that any such judgment amount or arbitration award that is converted will tack back to the Purchase Price Date (as defined in the Note) for purposes of determining the holding period under Rule 144 (as defined below) and that Company agreed that it will not take a contrary position in any filing, document, letter, agreement or setting.
Within thirty (30) days of the Purchase Price Date, Borrower will file a registration statement on Form S-1 with the SEC to register Xxxxxx’s resale of Conversion Shares under this Note (the “Initial Registration Statement”).
If the Initial Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Purchase Price Date, the Outstanding Balance will automatically increase by one percent (1%) and will continue increasing by one percent (1%) every thirty (30) days thereafter until the Initial Registration Statement is declared effective or Lender is able to sell Conversion Shares pursuant to Rule 144 under the Securities Act of 1933, as amended (“Rule 144”).
Company agrees to seek stockholder approval of the Note and the issuance of Conversion Shares (as defined in the Note) under the Note and the Reinvestment Right (as defined in the Purchase Agreement) in excess of the Exchange Cap (the “Approval”) within 120 days of the Purchase Price Date.