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 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]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.
Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, up to of the Companys common stock, par value per share (the Common Stock). The shares of Common Stock to be purchased hereunder are referred to herein as the Purchase Shares.
SRSG Common Stock. Prior to the Closing Date, SRSG shall designate an exchange agent acceptable to BioSculpture to act as the agent for the purpose of paying the Merger Consideration in exchange for the BioSculpture Common Stock pursuant to this Agreement, which exchange agent shall be the transfer agent customarily used by SRSG for transfers of SRSG Common Stock or such other competent exchange agent that shall be agreed upon by SRSG and BioSculpture (the “Exchange Agent”). Upon or promptly following the Effective Time, SRSG shall deposit with the Exchange Agent, for exchange in accordance with this [Article 2], the aggregate Merger Consideration. The Merger Consideration shall be deposited by delivering to the Exchange Agent certificates representing the shares of SRSG Common Stock or by furnishing to the Exchange Agent shares of SRSG Common Stock allocated for issuance as uncertificated shares or shares represented by book entries.
As of , there were 4,697,620,787 shares of Cosmos’s common stock issued and outstanding. The Acquisition Shares, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. Cosmos will take all reasonable efforts subsequent to the Closing to effect and amendment to its Articles of Incorporation, as amended, to effect an increase in its authorized shares of common stock to issue and deliver to the any portion of the Acquisition Shares not delivered at Closing to the .
Valley Common Stock. The Shareholder agrees that, during the period beginning on the date hereof and ending on the earlier of the Closing Date and the termination of the Merger Agreement, the Shareholder will not, and will not authorize or permit any of its affiliates to or solicit or encourage any other person to, purchase, sell, contract to purchase, contract to sell, pledge, hedge, grant any option to purchase, make any short sale, Transfer or otherwise dispose of or acquire any Valley Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Valley Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has Beneficial Ownership.
Pursuant to that certain Securities Purchase Agreement by and between the Company and Brookstone Partners Acquisition XXIV, LLC (the “Buyer”), dated even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Buyer at the Closing shares (the “Common Shares”) of the Company’s common stock, par value per share (the “Common Stock”), pursuant to the terms of the Securities Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
No later than ten (10) days following the Effective Date Ovid shall transfer to Lundbeck shares representing of Ovids common stock in accordance with the terms and conditions set forth in the Stock Purchase Agreement.
Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, such aggregate number of shares of Common Stock as set forth opposite such Buyer’s name in column # on the Schedule of Buyers (which aggregate amount for all Buyers shall be 1,512,499 shares of Common Stock and shall collectively be referred to herein as the “Common Shares” or the “Securities”).
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
Investors will purchase the number of units (the “Units”) set forth on the signature page to the Subscription Agreement at a purchase price of per Unit. Each Unit consists of 100,000 shares of Common stock, (the “Series A Preferred” or “Shares”), of MCig, Inc., a Nevada corporation (the “Company”) and a five-year warrant, with an exercise price of per share, (the “Warrants”) to purchase 50,000 shares of Common Stock. The subscription for the Units will be made in accordance with and subject to the terms and conditions of the Subscription Agreement and the Memorandum (as defined in the Subscription Agreement).
“Registrable Securities” means # the shares of Common Stock issued or issuable pursuant to the Purchase Agreement, the Note, and the shares of Common Stock issued or issuable pursuant to that certain securities purchase agreement with the Investor, that certain promissory note issued to the Investor, and warrant issued to the Investor, each dated and # any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been # included in the Registration Statement that has been declared effective by the SEC, or # sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.
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