Example ContractsClausesConditions to the Investor’s Obligation to Purchase Shares of Common Stock
Conditions to the Investor’s Obligation to Purchase Shares of Common Stock
Conditions to the Investor’s Obligation to Purchase Shares of Common Stock contract clause examples

CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Investor may choose to reduce the Investment Amount under this Agreement if at Closing # the Registration Statement is not effective, # if the Common Stock has been suspended from trading on the Principal Market, # if there is an injunction issued and remaining in force or an action commenced by a governmental authority prohibiting the purchase or the issuance of the Securities or # if the Common Stock has traded below a Six Million Dollar ($6,000,000) Market Capitalization on Closing.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrant to be issued to the Investor at the Closing is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this option. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this option.

Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement # a Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $230,000.00 (the “Note”), convertible into shares of common stock, $0.00001 par value per share, of Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, and # a Warrant to Purchase Shares of Common Stock, substantially in the form attached hereto as Exhibit B (the “Warrant”).

Purchase and Sale. Subject to the terms and conditions of this Agreement, the agrees to purchase from AVRS, and AVRS agrees to sell to the , 600,000 shares of the common stock of AVRS, referred to as the “Shares”.

shares of Common Stock delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to # purchase shares of Common Stock upon the exercise of an Award or # satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.

Settlement in Shares of Common Stock. Provided that the Participant’s interest in the Stock Units and the Stock Unit Account has vested, in accordance with the provisions of paragraph 4 above, the Participant’s Stock Unit Account, shall be converted into actual shares of Common Stock upon the date of such vesting. Such conversion: # will occur upon the Date of Termination, or # will occur on the Vesting Date. The conversion will occur on the basis of one share of Common Stock for every one Stock Unit which vests. Such shares of Common Stock shall be registered in the name of the Participant effective as of the date of conversion and delivered to the Participant within a reasonable time thereafter in the manner determined by the Company in the Company’s election, which may be by electronic delivery of such shares of Common Stock to an account of the Participant or in such other manner as designated by the Company. To the extent that there are notional fractional shares of Common Stock in a Stock Unit Account which have vested upon settlement, such notional fractional shares shall be rounded to the nearest whole share in determining the number of shares of Common Stock to be received upon conversion.

Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement and the Warrant and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that the Company's decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives and advisors.

Grant of Stock Option. The Company hereby grants the Holder the Option to purchase all or any part of an aggregate of [●] shares of Common Stock (the "Option Shares") on the terms and conditions set forth herein and the Plan.

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