Examples of Xxxxxxxxx Charging in a sentence
For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2 of this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand or a Xxxxxxxxx Charging Underwritten Demand effected under Section 2.1 of this Agreement.
For the avoidance of doubt, the restrictions set forth in this Article V do not apply to any Registrable Securities received by Xxxxxxxxx Charging pursuant to the Private Placement (as defined in the BCA).
Notwithstanding the foregoing, NewCo is not obligated to effect more than three (3) Xxxxxxxxx Charging Underwritten Demands (which shall include any Underwritten Demand in which Xxxxxxxxx Charging participates as a Requesting Holder for the full amount of Registrable Securities that it elected to be included in such Underwritten Offering) pursuant to this subsection 2.1.2(b) and is not obligated to effect an Underwritten Offering within ninety (90) days after the closing of an Underwritten Offering.
Xxxxxxxxx, "Charging of oil-water interfaces due to spontaneous adsorption of hydroxyl ions," Langmuir, vol.
NewCo shall within fifteen (15) business days of NewCo’s receipt of such Xxxxxxxxx Charging Underwritten Demand cause such Registration Statement to be filed with the Commission and use its commercially reasonable efforts to cause such Registration Statement to become effective by the Commission as soon as reasonably practicable after the initial filing of such Registration Statement.
Each of Spartan, Xxxxxxxxx Charging, NewCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or delayed) any response to comments of the SEC with respect to the Proxy Statement/Prospectus and any amendment to the Proxy Statement/Prospectus filed in response thereto.
Xxxxxxxxx Charging is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act.
All outstanding Company Common Shares have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held (i) as of the date of this Agreement, by Xxxxxxxxx Charging, (ii) as of immediately following the E8 Share Issuance, by Xxxxxxxxx Charging and E8 Investor and (iii) as of immediately following the Share Contribution and immediately prior to the Spartan Merger, by NewCo, in each case, free and clear of all Liens.
Xxxxxxxxx Charging acknowledges that it can bear the economic risk of its investment in the NewCo Ordinary Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the NewCo Ordinary Shares.
The Company shall cause NewCo to promptly advise Spartan of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of the NewCo Ordinary Shares for offering or sale in any jurisdiction, and each of NewCo, Xxxxxxxxx Charging, the Company and Spartan shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.